Exhibit 10.71


 


LIMITED LIABILITY COMPANY AGREEMENT


OF BR T&C BLVD., LLC


 


THIS LIMITED LIABILITY
COMPANY AGREEMENT (as amended from time to time, this “Agreement” or this “Limited Liability Company
Agreement”) is made and entered into this 30th day of June, 2014, by and between HCH 106 Town and County
L.P., a Delaware limited partnership (the “TCR Member”), and BR T&C BLVD JV MEMBER, LLC, a Delaware limited
liability company (the “BR Member”).


 


BACKGROUND INFORMATION:


 


A.           BR
T&C Blvd., LLC (the “Company”) was formed effective as of June 17, 2014 by the filing of its Certificate
of Formation with the Secretary of State of Delaware.


 


B.           The
TCR Member and the BR Member desire to enter into this Agreement to reflect the current business arrangement among the Members.


 


NOW THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the TCR Member and the BR Member
hereby agree as follows:


 


ARTICLE 1.


DEFINITIONS


 


In addition to terms
defined in the body of this Limited Liability Company Agreement, the following terms when used in this Limited Liability Company
Agreement shall have the following meanings (unless otherwise expressly provided herein):


 


“1933 Act” has the meaning set forth in Section
16.19.


 


“Act” means the Delaware Limited Liability
Company Act, as amended from time to time.


 


“Additional
Capital Contributions” means with respect to each Member, all additional Capital Contributions made by such Member pursuant
to Section 8.4.


 


“Additional
Contribution Priority Return” means an amount accruing at the rate of ten percent (10%) per annum on a Member's unreturned
Additional Capital Contributions (including all Dilution Contributions, but not Disproportionate Contributions) less all amounts
actually distributed to the Member pursuant to Sections 9.1(b). The Additional Contribution Priority Return shall be compounded
monthly and calculated on a cumulative basis.


 


“Adjusted
Capital Account Balance” means the balance, if any, in the Member’s Capital Account as of the end of the relevant
taxable year, after giving effect to the following adjustments: (i) the Member’s Capital Account balance shall be increased
by the amounts which the Member is deemed obligated to restore pursuant to Regulations Section 1.704-1(b)(2)(ii)(c); and (ii) the
Member’s Capital Account balance shall be decreased by the items described in Regulations Section 1.704-1(b)(2)(ii)(d)(4),
(5), and (6).


 



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“Affiliate”
means, as to any Person, (i) in the case of an individual, any relative of such Person (i.e. a sibling of such Person, a descendant
of such Person or any of such Person’s siblings, or the spouse of any of them) and (ii) any Entity controlling, controlled
by or under common control with such Person.


 


“Bankruptcy”
means, as to any Person, any of (i) the filing by the Person of a voluntary petition or the Person otherwise initiating proceedings
(A) to have the Person adjudicated insolvent, (B) seeking an order for relief of the Person as debtor under the United States Bankruptcy
Code, (C) seeking any composition, reorganization, readjustment, liquidation, dissolution, or similar relief under the present
or any future federal bankruptcy laws or any other present or future applicable federal, state, or other statute or law relative
to bankruptcy, insolvency, or other relief for debtors with respect to the Person or (D) seeking the appointment of any trustee,
receiver, conservator, assignee, sequestrator, custodian, liquidator or other similar official of the Person or of all or any substantial
part of its property; or (ii) the Person making any general assignment for the benefit of creditors of the Person.


 


“Bluerock Transferee” has the meaning set
forth in Section 12.2(a).


 


“BR Affiliate” has the meaning set forth
in Section 5.16.1.


 


“BR Cost Overrun Loan” has the meaning set
forth in Section 8.4.2.


 


“BR Member” has the meaning set forth in
the preamble to this Agreement.


 


“BR REIT” means Bluerock Residential Growth
REIT, Inc.


 


“Buy/Sell” has the meaning set forth in Section
12.6.1.


 


“Buy/Sell Closing Date” has the meaning set
forth in Section 12.6.5.


 


“Capital Account”
means a capital account maintained in accordance with the rules contained in Treasury Regulations Section 1-704-1(b)(2).


 


“Capital Call” has the meaning set forth
in Section 8.1.2.


 


“Capital Contribution”
means the total amount of cash and the Gross Asset Value of any property (other than cash) contributed to the Company by a Member
pursuant to terms of this Agreement (minus any liabilities related to contributed property that the Company assumes or takes the
property subject to).


 



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“Capital Proceeds”
means (i) the Company's share of the proceeds of a Capital Transaction after subtracting (A) payment of all expenses associated
with the Capital Transaction, (B) repayment of all secured and unsecured debts of Company required to be paid in connection with
such Capital Transaction or that the Managers determine should be paid in connection with such Capital Transaction, (C) all amounts
retained as Reserves and (D) all proceeds of the Capital Transaction applied to repair, restoration or improvements of the Project
and (ii) any amounts included in Reserves derived from Capital Contributions and/or Capital Transactions which the Managers determine
to distribute, excluding any Construction Recoveries (to the extent actually set aside or used to repair any related defects or
deficiencies from which the Construction Recoveries were derived or to reimburse the TCR Member or its Affiliates for costs that
they actually incurred to repair any such related defects or deficiencies).


 


“Capital Transaction”
means (i) a transaction pursuant to which the indebtedness of the Company (whether or not secured by the Project) is refinanced
or any additional borrowing by the Company, including the Loan; (ii) a sale, condemnation, exchange or other disposition of the
Project or any part thereof; (iii) an insurance recovery or receipt of condemnation proceeds related to the Project; or (iv) any
other transaction with respect to the Company which, in accordance with generally accepted accounting principles, is considered
capital in nature.


 


“Certificate
of Formation” means the certificate of formation of the Company filed with the Delaware Secretary of State as required
by the Act, as such certificate of formation may be amended or amended and restated from time to time.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time.


 


“Company”
has the meaning set forth in the recitals to this Agreement.


 


“Company Minimum
Gain” has the meaning assigned to “partnership minimum gain” in Regulations Section 1.704-2(b)(2), as determined
pursuant to Regulations Section 1.704-2(d).


 


“Completion
Milestones” means, for each of the phases of the Project identified in the table below, the date for such phase set forth
in the table below, as extended for delays resulting from Force Majeure Events of which the TCR Member or Developer promptly notifies
Owner:


 


	Begin basement level concrete pours	July 29, 2015
	Begin framing residential units	February 24, 2016
	Delivery of first residential unit	September 9, 2016
	All residential units	May 22, 2017


 


“Construction
Recoveries” means all recoveries from subcontractors, suppliers, insurers and similar persons in respect of construction
warranty obligations, construction defects or similar claims.


 


“Debt Service”
means, for any period, principal, interest and other required payments (including any required loan rebalancing or remargining
payments, except to the extent that such loan rebalancing is required by the Lender as a result of a Hard Cost Overrun or Soft
Cost Overrun) owing on the Loan or any other loan to the Company, but excluding any balloon payments due at maturity.


 



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“Default Action” has the meaning set forth
in Section 6.6.


 


“Defaulting Member” has the meaning set forth
in Section 8.4.4.


 


“Depreciation”
means, for each taxable year, an amount equal to the depreciation, amortization and other cost recovery deductions allowable under
the Code with respect to an asset for such taxable year, except that if the Gross Asset Value of an asset differs from its adjusted
basis for federal income tax purposes at the beginning of such taxable year, Depreciation shall be an amount which bears the same
ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization and other cost recovery deductions
for such taxable year bears to such beginning adjusted tax basis; provided, however, if the adjusted basis for federal income
tax purposes of an asset at the beginning of such taxable year is zero, Depreciation shall be determined with reference to such
beginning Gross Asset Value using any reasonable method selected by the Managers.


 


“Developer”
means Maple Multi-Family Operations, L.L.C., a Delaware limited liability company, an affiliate of the TCR Member.


 


“Development
Agreement” means that certain Development Agreement between the Company and Developer, as the same may be amended from
time to time.


 


“Development Fee” has the meaning set forth
in Section 5.12.3.


 


“Dilution
Contributions” means any Additional Capital Contributions as to which a Member has obtained the benefit of the 3:1
multiplier under Section 8.4.6.


 


“Disproportionate
Contribution” means, in the case of the TCR Member, the unreturned Additional Capital Contributions (other than Dilution
Contributions) of the TCR Member in excess of one-ninth of the aggregate unreturned Additional Capital Contributions (other than
Dilution Contributions) of the BR Member and, in the case of the BR Member, the unreturned Additional Capital Contributions (other
than any Dilution Contributions) of the BR Member in excess of nine time the aggregate unreturned Additional Capital Contributions
(other than Dilution Contributions) of the TCR Member.


 


“Disproportionate
Contribution Priority Return” means (i) an amount accruing at the rate of nine percent (9%) per annum on a Member's unreturned
Disproportionate Contributions for Remargining Payments or payment of indemnity claims under Section 15.1 and at a rate of twenty
percent (20%) per annum on a Member's unreturned Disproportionate Contributions for purposes other than Remargining Payments or
such indemnity payments less (ii) all amounts actually distributed to the Member pursuant to Section 9.1(a) on account of
Disproportionate Contribution Priority Return. The Disproportionate Contribution Priority Return shall be compounded monthly and
calculated on a cumulative basis.


 


“Discretionary
Changes” means any modifications or changes that the Members agree to make to the Plans or the Project (and any applicable
corresponding changes to the Total Project Budget) that (i) are not required to complete the construction of the Project as originally
contemplated by the Plans and (ii) are not necessitated by deficiencies in the Plans or government-mandated revisions of the Plans
or the Project (except government-mandated revisions resulting from changes in building codes or other applicable laws after the
date of this Agreement). Discretionary Changes include, for example, upgrades/downgrades of interior or exterior finishes, additional/fewer
Project amenities, and increases/decreases in square footage.


 



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“Distributions” means the distributions payable
(or deemed payable) to a Member.


 


“Due Date” has the meaning set forth in Section
8.1.2.


 


“Economic
Interest” means a Member’s or Economic Interest Owner’s share of one or more of the Company’s Profits
and Losses and distributions of the Company’s assets pursuant to this Limited Liability Company Agreement and the Act, but
shall not include any right to vote on, consent to or otherwise participate in any decision of the Members or Managers.


 


“Economic
Interest Owner” means the owner of an Economic Interest who is not a Member.


 


“Entity”
means any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust,
cooperative, association, foreign trust or foreign business organization or other type of entity, including any governmental unit.


 


“Fiscal Year”
means the Company’s fiscal year, which shall be the calendar year.


 


“Force Majeure
Event” means acts of God, war, riots, civil insurrections, hurricanes, tornados, floods, earthquakes, epidemics or plagues,
acts or campaigns of terrorism or sabotage, interruptions to domestic or international transportation, trade restrictions, delays
caused by any governmental or quasi-governmental entity, shortages of materials, natural resources or labor, labor strikes, governmental
prohibitions or regulations including administrative delays in obtaining building permits, inability to obtain materials or any
other cause beyond the reasonable control of the Person seeking relief.


 


“Foreign Corrupt
Practices Act” means 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.


 


“GC Contract” has the meaning set forth in
Section 5.12.2.


 


“General Contractor”
means Maple Multi-Family TX Contractor, L.L.C., a Texas limited liability company, an affiliate of the TCR Member.


 


“Gross Asset
Value” means with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:


 


(a)          The
initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset
on the date of the contribution as determined by the Managers;


 



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(b)          The
Gross Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values in accordance with
Regulations Section 1.704-1(b)(2)(iv)(g) (taking Code Section 7701(g) into account), as determined by agreement of the Managers,
as of the following times: (i) the acquisition of an additional Membership Interest by any new or existing Member in exchange for
more than a de minimis Capital Contribution; (ii) the distribution by the Company to a Member of more than a de minimis
amount of property as consideration for a Membership Interest; (iii) the grant of a Membership Interest in the Company (other
than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company by a new
or existing Member acting in a Member capacity or in anticipation of being a Member; (iv) the liquidation of the Company within
the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); and (v) the grant of a noncompensatory option to acquire a Membership
Interest in the Company (other than an option for a de minimis interest); provided, however, that an adjustment pursuant
to clauses (i), (ii), (iii) and (v) shall be made only if the Managers reasonably determine that such adjustment is necessary or
appropriate to reflect the relative economic interests of the Members in the Company;


 


(c)          The
Gross Asset Value of any Company asset distributed to any Member (taking Code Section 7701(g) into account) shall be adjusted to
equal the gross fair market value of such asset on the date of distribution as reasonably determined by the Managers; and


 


(d)          The
Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such
assets pursuant to Code Section 732(d), 734(b) or 743(b), but only to the extent that the adjustment is taken into account in determining
Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m), provided that Gross Asset Values will not be adjusted
under this paragraph (d) to the extent that the Managers determine that an adjustment under paragraph (b) above is necessary or
appropriate in connection with a transaction that would otherwise result in an adjustment under this paragraph (d).


 


If the Gross Asset Value of an asset has
been determined or adjusted pursuant to paragraph (a), (b) (c) or (d) hereof, such Gross Asset Value shall thereafter be adjusted
by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.


 


“Hard Costs”
means all items under the category heading “Hard Cost” in the Total Project Budget.


 


“Hard Cost
Overrun” means, from time to time, the amount by which (i) the aggregate Hard Costs incurred in connection with the development
and construction of the Project as of the date of measurement, excluding Hard Costs relating to Force Majeure Events or Discretionary
Changes, exceed (ii) the sum of (A) the portion of the Total Project Budget allocated to Hard Costs (after any reallocation among
line items within the Total Project Budget allowed by this Agreement), including the available Hard Cost contingency in the Total
Project Budget, (B) Construction Recoveries applied to payment of Hard Costs and (C) all insurance proceeds collected as a result
of casualty losses occurring prior to the Substantial Completion to the extent applied to payment of Hard Costs. Hard Cost Overruns
include, without duplication, loan rebalancing payments required by a Lender in connection with a Loan, but only to the extent
that such loan rebalancing payments are required by the Lender as a result of an actual or projected Hard Cost Overrun not relating
to Force Majeure Events or Discretionary Changes. Hard Cost Overruns also include overruns resulting from Non-Discretionary Changes
but not overruns resulting from Discretionary Changes.


 



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“Indemnitee” has the meaning set forth in
Section 15.1.


 


“Initial Capital
Contribution” means the initial contribution (which may be made in multiple installments in accordance with the terms
hereof) to the capital of the Company made by a Member pursuant to this Limited Liability Company Agreement. The Initial Capital
Contributions of the Initial Members are set forth on Exhibit A.


 


“Initial Members”
means those persons identified on Exhibit A attached hereto and made a part hereof by this reference, who have executed
this Agreement.


 


“Internal
Rate of Return” and “IRR” means as of any date, the internal rate of return on the Total
Investment of a Member to such date (including giving credit for the 3:1 multiplier on the Member’s Additional Capital
Contributions as may occur under Section
8.4.6 below), calculated to be that discount rate
(expressed on a percentage basis), compounded monthly, which when 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. For this purpose, Capital Contributions and Distributions shall be assumed to have occurred as of the first of
the month nearest the actual date such Capital Contribution or Distribution is made. The formula used to calculate IRR shall
be: (1 + monthly IRR) ^ 12-1.


 


“Land Contract” has the meaning set forth
in Section 5.12.5.


 


“Lender” means Compass Bank.


 


“Limited Liability
Company Agreement” or “Agreement” means this Limited Liability Company Agreement, as amended from
time to time.


 


“Liquidators” has the meaning set forth in
Section 14.3.1.


 


“Loan”
means the construction loan obtained by the Company for the development of the Project in the amount of $57,000,000.00.


 


“Loan Contingency” has the meaning set forth
in Section 8.1.4(a).


 


“Loan Guaranty” has the meaning set forth in Section 6.5.2.


 


“Major
Decision” has the meaning set forth in Section 7.7.


 


“Management Agreement” has the meaning set
forth in Section 5.15.


 



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“Management Committee” has the meaning set
forth in Section 5.4.1.


 


“Management Company” has the meaning set forth in Section 5.15.


 


“Managers” means the
BR Member and the TCR Member, or any other Person(s) that succeed such Persons in their capacities as Managers.


 


“Mandatory Developer Cost Overrun Loan” has
the meaning set forth in Section 8.4.5.


 


“Member”
means each of the Initial Members and each of the Persons who may hereafter become Members. To the extent a Manager has purchased
a Membership Interest in the Company, the Manager will have all the rights of a Member with respect to such Membership Interest,
and the term “Member” as used herein shall include a Manager to the extent it has purchased such Membership Interest
in the Company. If a Person is a Member immediately prior to the purchase or other acquisition by such Person of an Economic Interest,
such Person shall have all the rights of a Member with respect to both its existing Membership Interest and such purchased or otherwise
acquired Economic Interest, as the case may be. The initial Ownership Percentages associated with the Membership Interests of the
Members are set forth on Exhibit A attached hereto and incorporated herein by reference.


 


“Member Minimum
Gain” has the meaning assigned to “partner nonrecourse debt minimum gain” in Regulations Section 1.704-2(i)(2).


 


“Member Nonrecourse
Debt” has the meaning assigned to “partner nonrecourse debt” in Regulations Section 1.704-2(b)(4).


 


“Member Nonrecourse
Deductions” has the meaning assigned to “partner nonrecourse deduction” in Regulations Section 1.704-2(i)(1).


 


“Membership
Interest” means a Member’s entire interest in the Company including such Member’s Economic Interest and the
right to participate in the management of the business and affairs of the Company, including the right to vote on, consent to,
or otherwise participate in any decision or action of or by the Members granted pursuant to this Limited Liability Company Agreement
or the Act.


 


“Net Cash
Flow” means, for any period, the total annual cash gross receipts of the Company during such period derived from Company's
direct or indirect interest in the Project and any and all sources, other than Capital Contributions or proceeds realized as a
result of a Capital Transaction during such period, together with any amounts included in Reserves (other than Reserve amounts
derived from Capital Contributions or Capital Transactions, unless such amounts are used to pay Debt Service, Operating Expenses
or any balloon payments on loans at maturity) from prior periods which the Managers determine to release less (i) Debt Service
for such period or any balloon payments on loans at maturity paid during such period (other than Debt Service or balloon payments
paid from Capital Contributions or proceeds from a Capital Transaction), (ii) the Operating Expenses of the Company paid during
such period (other than Operating Expenses paid from Capital


 



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Contributions or proceeds from a Capital
Transaction), and (iii) any increases or replacements in Reserves (other than from Capital Contributions or proceeds from a Capital
Transaction) during such period.


 


“Non-Defaulting Member” has the meaning set
forth in Section 8.4.4.


 


“Non-Development
Cost Overrun” means any cost overruns with respect to Hard Costs or Soft Costs which are attributable to Force Majeure
Events, property taxes (unless attributable to failure to achieve the Completion Milestones), Debt Service (unless attributable
to failure to achieve the Completion Milestones) other than any balloon payments due on loans at maturity, Discretionary Changes
and/or operating deficits for the Project (unless attributable to failure to achieve the Completion Milestones).


 


“Non-Discretionary
Changes” means any modifications or changes that the Members are required to make to the Plans or to the Project (other
than Discretionary Changes), except a government-mandated modification or change resulting from changes in building codes or other
applicable laws after the date of this Agreement. Non-Discretionary Changes include, for example, changes to the Plans or the
constructed portions of the Project to correct design or construction deficiencies or to implement government-mandated revisions
not resulting from changes in building codes or other applicable laws after the date of this Agreement, or general contractor claims
under the GC Contract for increased compensation due to errors or inconsistencies in the Plans, concealed conditions, delays or
other reasons, in any such case unless resulting from a Force Majeure Event.


 


“Nonrecourse
Deductions” has the meaning assigned to it in Regulations Section 1.704-2(b)(1). The amount of Nonrecourse Deductions
for a taxable year of the Company equals the net increase, if any, in the amount of Company Minimum Gain during that taxable year,
determined according to the provisions of Regulations Section 1.704-2(c).


 


“Notices” has the meaning
set forth in Section 16.13.


 


“Offeree” has the meaning set forth in Section 12.6.2.


 


“Offeror”
has the meaning set forth in Section 12.6.2.


 


“Operating Budget” has the meaning set forth
in Section 5.14.2.


 


“Operating
Expenses” means all cash expenditures made by the Company in connection with owning and operating the Project or otherwise
conducting its business.


 


“Ownership
Percentage” means, subject to adjustment pursuant to other provisions of this Agreement, the Ownership Percentage of
each Member as described on Exhibit A.


 


“Person”
means any individual or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such
“Person” where the context so permits.


 



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“Plans”
means the plans and specifications for the Project identified in Exhibit D, as they may be updated from time to time by
(i) the mutual consent of all of the Members, (ii) changes made by the TCR Member in accordance with Section 7.7(s) or (iii)
changes made by the Developer pursuant to Section 3.2.3 of the Development Agreement.


 


“Postal Service” has the meaning set forth
in Section 16.13.


 


“Principals” means Kenneth J. Valach, Sean Rae and Scot Davis.


 


“Profits”
or “Losses” means, for each for each taxable year, an amount equal to the Company’s taxable loss or income,
respectively, for such taxable year, determined in accordance with Section 703(a) of the Code (and for this purpose, all items
of income, gain, loss, or reduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included
in taxable income or loss), with the following adjustments:


 


(a)          Any
income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses
shall be added to such taxable income or loss;


 


(b)          Any
expenditures of the Company described in Section 705(a)(2)(B) of the Code, or treated as a Code Section 705(a)(2)(B) expenditures
pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses shall
be subtracted from such taxable income or loss;


 


(c)          \In
the event the Gross Asset Value of any Company asset is adjusted pursuant to paragraph (b) or (c) of the definition thereof, the
amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing
Profits or Losses;


 


(d)          Gain
or loss resulting from any disposition of Company property with respect to which gain or loss is recognized for federal income
tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of notwithstanding that the adjusted
tax basis of such property differs from its Gross Asset Value;


 


(e)          In
lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income
or loss, there shall be taken into account Depreciation for the taxable year;


 


(f)          To
the extent an adjustment to the tax basis of any Company asset pursuant to Code Section 734(b) is required pursuant to Treasury
Regulations Section 1.704 1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution
other than a complete liquidation of Member’s interest in the Company (within the meaning of the Code), the amount of such
adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment
decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Profits
or Losses; and


 



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(g)          Any
items which are specially allocated pursuant to Article 10 hereof shall not be taken into account in computing Profits or Losses
but shall be determined by applying rules analogous to those set forth in paragraphs (a) through (d) of this definition.


 


If the profit or loss for a taxable year,
as adjusted in the manner provided herein, is a positive amount, such amount shall be the Profits for such taxable year; and if
the profit or loss for a taxable year, as adjusted in the manner provided herein, is a negative amount, such amount shall be the
Losses for such taxable year.


 


“Project”
means a Class A rental apartment complex operating under the name “Alexan CityCentre” to be constructed upon the Property,
such complex to encompass approximately 340 units and approximately 281,891 net rentable square feet.


 


“Property”
means that certain real property located in Houston, Texas which is more particularly described in Exhibit B attached hereto
and incorporated herein, upon which the Company intends to develop the Project.


 


“Pursuit Costs”
means pre-development costs with respect the Project, such as earnest money deposits, and other related pursuit costs detailed
in the Pursuit Costs Budget and incurred in connection with the acquisition and development of the Project.


 


“Pursuit Costs Budget” means that certain
budget attached hereto as Exhibit E.


 


“Regulatory Allocations” has the meaning set forth in Section
10.3.1.


 


“Reimbursement Request” has the meaning set forth in Section 8.1.1.


 


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


 


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


 


“REIT Prohibited Transaction” has the meaning
set forth in Section 5.16.3.


 


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


 


“Remargining
Payment” means any payment of principal on the Loan or another mortgage loan to the Company that is (i) to cover a gap
between the outstanding balance of the Loan or such other mortgage loan and proceeds of any mortgage loan obtained to refinance
the Loan or such other mortgage loan, (ii) to meet requirements for extension of the maturity of the Loan or such other mortgage
loan or (iii) to satisfy a remargining requirement that is part of the Loan or such other mortgage loan.


 


“Removal Action” has the meaning set forth
in Section 5.9.


 


“REOC” has the meaning set forth in Section 5.16.1.


 



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“Representatives” means the meaning set forth
in Section 5.4.1.


 


“Reserves”
means with respect to any fiscal period, funds set aside or amounts allocated to reserves for the Company during such period, which
shall be maintained in amounts deemed sufficient by the Managers for working capital, capital expenditures, repairs, replacements
and anticipated expenditures for paying taxes, insurance, debt service or other costs or expenses incident to the ownership of
the Project or the operation of the Company’s business.


 


“Soft Cost(s)”
means all items under the category heading “Soft Cost” in the Total Project Budget. Soft Costs include, without limitation,
architectural and engineering fees and legal fees incurred by the Company.


 


“Soft Cost
Overrun” means, from time to time, the amount by which (i) the aggregate Soft Costs incurred in connection with the development
and construction of the Project as of the date of measurement, excluding Soft Costs relating to Force Majeure Events, property
taxes (unless attributable to failure to achieve the Completion Milestones), Debt Service (unless attributable to failure to achieve
the Completion Milestones) other than any balloon payments due on loans at maturity, Discretionary Changes and/or operating deficits
for the Project (unless attributable to failure to achieve the Completion Milestones), exceed (ii) the sum of (A) the portion of
the Total Project Budget allocated to Soft Costs (after any reallocation among line items within the Total Project Budget allowed
by this Agreement), including the available Soft Cost contingency in the Total Project Budget, (B) Construction Recoveries applied
to payment of Soft Costs and (C) all insurance proceeds collected as a result of casualty losses occurring prior to the Substantial
Completion to the extent applied to payment of Soft Costs. Soft Cost Overruns include, without duplication, loan rebalancing payments
required by a Lender in connection with a Loan, but only to the extent that such loan rebalancing payments are required by the
Lender as a result of an actual or projected Soft Cost Overrun not relating to Force Majeure Events, property taxes (unless attributable
to failure to achieve the Completion Milestones), Debt Service (unless attributable to failure to achieve the Completion Milestones)
other than any balloon payments due on loans at maturity, Discretionary Changes and/or operating deficits for the Project (unless
attributable to failure to achieve the Completion Milestones). Soft Cost Overruns includes overruns resulting from Non-Discretionary
Changes but excludes overruns resulting from Discretionary Changes.


 


“Substantial
Completion” means (i) the architect for the Project has certified that the construction of the Project has been substantially
completed in accordance with the Plans (subject to completion of punch list items estimated to cost not more than $200,000) and
(ii) a certificate of occupancy has been issued by the City of Houston for the entire Project.


 


“taxable year”
means a Fiscal Year or other period for which the Code or the Regulations requires Profits and Losses to be determined and allocated
to the Members for federal income tax purposes.


 



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“TCR Change
of Control” shall be deemed to have occurred if, at any time prior to Substantial Completion, none of the Principals
or another Person reasonably acceptable to the BR Member continues to be actively involved in the Project and able to perform his
or her responsibilities as a representative of the TCR Member.


 


“TCR Cost Overrun Loan” has the meaning set
forth in Section 8.4.2.


 


“TCR Guarantors”
means CFP Residential, L.P., a Texas limited partnership, CFH Maple Residential Investor, L.P., a Texas limited partnership, VF
MultiFamily Holdings, Ltd., a Texas limited partnership, VF Residential, Ltd., a Texas limited partnership, and Maple Residential,
L.P., a Delaware limited partnership.


 


“TCR Indemnified Party” has the meaning set
forth in Section 5.9.


 


“TCR Member” has the meaning set forth in
the preamble to this Agreement.


 


“TCR Transferee” has the meaning set forth in Section 12.2(b).


 


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


 


“Total Project
Budget” means the final budget annexed hereto as Exhibit C, as it may be updated from time to time by the mutual
consent of all of the Members or to allow for reallocation of line items by the TCR Member or the Developer in accordance with
Section 5.14 of this Agreement or Section 4.2 of the Development Agreement.


 


“Transfer” has the meaning set forth in Section
12.1.


 


“Treasury
Regulations” or “Regulations” means the Income Tax Regulations promulgated under the Code, as amended
from time to time (including corresponding provisions of succeeding regulations).


 


“Valuation Amount” has the meaning set forth
in Section 12.6.2.


 


“UBTI” has the meaning set forth in Section 5.16.2.


 


ARTICLE 2.


FORMATION OF COMPANY


 


2.1           Formation.
On June 17, 2014, the Company was formed as a Delaware limited liability company by executing and delivering the Certificate of
Formation to the Secretary of State of Delaware in accordance with the provisions of the Act.


 


2.2           Name.
The name of the Company is BR T&C Blvd., LLC. The Company may do business under that name and under any other name or
names which the Members select. If the Company does business under a name other than that set forth in its Certificate of
Formation, then the Company shall file a trade name certificate as required by law.


 



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2.3           Principal
Place of Business. The principal place of business of the Company is 820 Gessner Road, Suite 760, Houston, Texas 77024. The
Company may locate its places of business at any other place or places as the Managers may from time to time deem advisable.


 


2.4           Registered
Office and Registered Agent. The Company’s initial registered office and the name of its initial registered agent shall
be as set forth in the Certificate of Formation. The registered office and registered agent may be changed from time to time by
filing the address of the new registered office and/or the name of the new registered agent with the Secretary of State of Delaware
pursuant to the Act.


 


2.5           Term.
The term of the Company commenced on the date the Certificate of Formation was filed with the Secretary of State of Delaware and
shall continue thereafter in perpetuity unless earlier dissolved in accordance with the provisions of this Limited Liability Company
Agreement or the Act.


 


ARTICLE 3.


BUSINESS OF COMPANY


 


3.1           Permitted
Businesses. The business of the Company shall be:


 


(a)          To
acquire, develop, sell, exchange, construct, improve, subdivide, mortgage, lease, maintain, transfer, operate, own as an investment
and/or otherwise engage in all general business activities related or incidental to the ownership and development of the Property
and the Project; and


 


(b)          To
engage in all activities necessary, customary, convenient, or incident to any of the foregoing.


 


The Members and the Managers acknowledge
that the Project is to be developed and held for investment with the intent of maximizing the return to the Members, but such investment
intent shall not preclude a disposition of the Project consistent with the terms of this Agreement. The Members acknowledge that
the current business plan for the Company does not contemplate a sale of the Project at a specific date.


 


ARTICLE 4.


NAMES AND ADDRESSES OF INITIAL MEMBERS


 


The names and addresses of the Initial Members
are set forth on Exhibit A attached hereto and by this reference made a part hereof.


 



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ARTICLE 5.


RIGHTS AND DUTIES OF MANAGERS


 


5.1           Management.
The business and affairs of the Company shall be managed by its Managers, subject to the participation of the Management Committee
as provided in other provisions of this Agreement. Except for situations in which the approval of the Members is expressly required
by this Agreement or by nonwaivable provisions of applicable law or as otherwise set forth in this Agreement, the Managers shall
have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company,
to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the
management of the Company’s business. Unless authorized to do so by this Agreement or by the Managers or the Management Committee,
no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to
pledge the Company’s credit or to render the Company pecuniarily liable for any purpose. No Member shall have any power or
authority to bind the Company unless the Member has been authorized by the Managers or the Management Committee to act as an agent
of the Company in accordance with the previous sentence. The day-to-day administration and management of the development and construction
of the Project will be delegated to the Developer pursuant to the terms, conditions and obligations of the Development Agreement.
In addition, the Managers hereby delegate to the TCR Member the authority (without further approval by the Managers or the Management
Committee) to implement any Operating Budget approved in accordance with the terms of this Limited Liability Company Agreement.


 


5.2           Number
and Tenure. The Company shall have two (2) Managers, and BR Member and the TCR Member shall serve as the initial Managers.
Each Manager shall hold office until its successor shall have been elected and qualified or until its earlier resignation or removal.


 


5.3           Certain
Powers of Managers. Subject to receipt of the applicable approvals under Sections 5.4 and 7.7 below, the Managers
shall have power and authority, on behalf of the Company:


 


(a)          To
cause Company to acquire the Property, to close on the Loan and to construct and develop the Project.


 


(b)          To
invest any Company funds (by way of example but not limitation) in time deposits, short-term governmental obligations, or other
investments, provided the funds in any such investment vehicle (other than governmental obligations or an investment vehicle that
holds only governmental obligations) are insured by the Federal Deposit Insurance Corporation (or its successor or replacement).


 


(c)          To
execute all instruments and documents, including, without limitation, checks, drafts, notes and other negotiable
instruments; purchase and sale agreements; mortgages or deeds of trust; security agreements; financing statements; deeds,
contracts, settlement statements, agreements, affidavits and any other documents providing for the acquisition, mortgage or
disposition of the Company’s property; assignments; bills of sale; leases; and any other instruments or documents
necessary, in the opinion of the Managers, to the business of the Company.


 



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(d)          To
purchase liability and other insurance to protect employees, officers, property and business.


 


(e)          Subject
to Section 5.14, to employ accountants, engineers, architects, surveyors, attorneys, managing agents, leasing agents, and
other experts to perform services for the Company and to compensate them from Company funds.


 


(f)          To
enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Managers
may approve.


 


(g)          To
create offices and designate officers, who need not be Members. Any such persons appointed to be officers of the Company may or
may not be employees of the Company, any Member, or any Affiliate thereof. Any officers so appointed shall have such authority
and perform such duties as the Managers may, from time to time, expressly delegate to them in writing and the officers so appointed
shall serve at the pleasure of the Managers.


 


(h)          To
borrow money for the Company from banks, other lending institutions, Managers, Members, or Affiliates of the Managers or Members
on such terms as the Managers deem appropriate and, in connection therewith, to hypothecate, encumber and grant security interests
in the assets of the Company to secure repayment of the borrowed sums.


 


(i)          To
subdivide the Property or portions thereof.


 


(j)          To
do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business, to the extent
such acts are not reserved unto the Members pursuant another provision of this Agreement, including Section 7.7.


 


5.4           Management
Committee.


 


5.4.1           The
Managers and Members hereby establish a management committee (the “Management Committee”) for the Company for
the purpose of the Managers considering and approving actions pursuant to Section 5.3. The Management Committee shall consist
of four (4) individuals, each appointed to act as a representative of the Manager that appointed him or her (the “Representatives”)
as follows: (i) BR Member, or its successor as Manager, shall be entitled to designate two (2) Representatives to represent it
as Manager and (ii) TCR Member, or its successor as Manager, shall be entitled to designate two (2) Representatives to represent
it as Manager. The initial members of the Management Committee are set forth on Exhibit A.


 



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5.4.2           Each
Representative as a member of the Management Committee, subject to this Section 5.4.2, shall hold office until death, resignation
or removal at the pleasure of the Manager that appointed him or her. Any Representative may resign at any time by giving written
notice to the Manager that appointed such Representative. The resignation of any Representative shall take effect upon receipt
of notice thereof by such Manager or at such later time as shall be specified in such notice; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective. A Representative shall also cease to be a member
of the Management Committee upon the resignation or removal as a Manager of the Company of the Manager that appointed such Representatives.
If a vacancy occurs on the Management Committee, the Manager with the right to appoint and remove such vacating Representative
shall appoint his or her successor. A Manager shall lose its right to have its Representatives vote on any item as of the date
on which such Manager ceases to be a Manager, including by means of removal under Section 5.9 or as otherwise provided in this
Agreement. If the BR Member transfers all or a portion of its Membership Interest to a transferee permitted by Section 12.2(a)),
such transferee shall automatically, and without any further action or authorization by any Manager or Member, succeed to the rights
and powers of the BR Member under this Section 5.4 as may be agreed to between the BR Member which is transferring the Membership
Interest, on the one hand, and the permitted transferee to which the Membership Interest is being transferred, on the other hand,
including the shared or unilateral right to appoint the Representatives that the BR Member was theretofore entitled to appoint
pursuant to this Section 5.4. If the TCR Member transfers all or a portion of its Membership Interest to a transferee permitted
pursuant to Section 12.2(b), such permitted transferee shall automatically, and without any further action or authorization by
any Manager or Member, succeed to the rights and powers of the TCR Member under this Section 5.4 as may be agreed to between the
TCR Member which is transferring the Membership Interest, on the one hand, and the permitted transferee to which the Membership
Interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that
the TCR Member was theretofore entitled to appoint pursuant to this Section 5.4.


 


5.4.3           The
Management Committee shall meet at least once every quarter (unless waived by mutual agreement of the Managers) and as otherwise
required. The only Representatives required to constitute a quorum for a meeting of the Management Committee shall be one (1) Representative
appointed by BR Member and one (1) Representative appointed by TCR Member; provided, however, if any Representative fails to attend
any meeting and as a result thereof the Management Committee is unable to obtain a quorum, and thereafter such Representative fails
to agree to reschedule and attend any such meeting within 15 days after receipt of written notice that the Management Committee
was unable to obtain a quorum, then a quorum can be obtained without the attendance of a Representative of the Manager who selected
the absent Representative.


 



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5.4.4           Each
of the two (2) Representatives appointed by BR Member shall be entitled to cast one (1) vote on any matter that comes before
the Management Committee and each of the two (2) Representatives appointed by TCR Member shall be entitled to cast one (1)
vote on any matter that comes before the Management Committee; provided, however, that from and after the admission of BR
REIT as a direct or indirect owner of the BR Member and the BR Member delivering notice to the TCR Member that such admission
has been complete, each of the two (2) representatives appointed by the BR Member shall be entitled to cast two (2) votes on
any matter that comes before the Management Committee. Approval by the Management Committee of any matter (other than matters
which are Major Decisions under Section 7.7 or which may be made unilaterally by a Member, but only as expressly set
forth in this Agreement) shall require the affirmative vote of at least a majority of the votes of the Representatives then
in office voting at a duly held meeting of the Management Committee.


 


5.4.5           Any
meeting of the Management Committee may be held by telephone conference 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 5.4.5 shall constitute presence in person at such meeting.


 


5.4.6           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 Representatives
having not less than the minimum number 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.


 


5.4.7           A
member of the Management Committee may act solely in the self interest of the Manager that appointed such member. A member of the
Management Committee will have no obligation to consider the interests of the Company or any Member or Manager other than the Manager
that appointed such member, nor will a member of the Management Committee have any fiduciary duty, duty or loyalty, duty of good
faith, duty to disclose or other duty or obligation whatsoever to the Company or any Member or Manager other than the Manager that
appointed such member. In considering the interest of the Manager that appointed such member, a member of the Management Committee
may take into account the Manager’s interest as a Member or a Manager or both. To the maximum extent permitted under applicable
law, each of the Company, the Members and the Managers hereby waives all duties and obligations, including any fiduciary duty,
duty or loyalty, duty of good faith, duty to disclose or other duty or obligation, that a member of the Management Committee otherwise
would have to it to the extent such duties and obligations are inconsistent with this Section 5.4.7.


 



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5.5           Limitation
of Liability. No Member, Manager or Representative has guaranteed, nor shall any of them have any obligation with
respect to, the return of a Member’s Capital Contributions or profits from the operation of the Company. Each Member,
Manager or Representative shall be entitled to rely on information, opinions, reports or statements, including but not
limited to financial statements or other financial data prepared or presented in accordance with the provisions of the Act.
No Member, Manager or Representative shall be liable to the Company or to any of the others of them for negligence or for
mistakes of judgment or losses or liabilities due to such negligence or for mistakes of judgment or to the negligence,
dishonesty, unlawful acts or bad faith of any employee, broker or other agent, accountant, attorney, other professional or
person employed by the Company provided that such person was selected, engaged, retained and supervised by such Member,
Manager or Representative, as applicable, without gross negligence. No Member, Manager or Representative shall have any
liability to the Company or to any of the other of them for any loss suffered by the Company which arises out of any action
or inaction of such Member, Manager or Representative if, prior thereto, such Member, Manager or Representative, in good
faith, determined that such course of conduct was within the authority allowed to it by this Agreement and such course of
conduct did not constitute fraud, willful misconduct, a material breach of this Agreement or gross negligence.


 


5.6           Managers
and Representatives Have No Exclusive Duty to Company. A Manager or Representative shall not be required to manage the Company
as his, her or its sole and exclusive function and he, she or it may have other business interests and may engage in other activities
in addition to those relating to the Company. Neither the Company nor any Member shall have any right, by virtue of this Limited
Liability Company Agreement, to share or participate in such other investments or activities of a Manager or Representative or
to the income or proceeds derived therefrom. A Manager or Representative shall incur no liability to the Company or to any of the
Members as a result of engaging in any other business or venture. Nothing in this Section 5.6 limits the responsibility
of a Representative to the Manager that appointed such Representative.


 


5.7           Bank
Accounts. The Managers may from time to time open bank accounts, brokerage accounts and other accounts in the name of the Company,
and the Managers shall be the sole signatory thereon, unless the Managers determine otherwise.


 


5.8           Resignation.
Any Manager of the Company may resign at any time by giving written notice to the Members of the Company. The resignation of any
Manager shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and, unless
otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The resignation of
a Manager shall also constitute the resignation of such Manager’s Representatives on the Management Committee. The resignation
of a Manager who is also a Member shall not affect the Manager’s rights as a Member and shall not constitute a withdrawal
of a Member.


 



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5.9           Removal
of Managers. At a meeting called expressly for that purpose, a Manager may be removed, by the affirmative vote of all
Members (excluding the Membership Interest of BR Member or its permitted transferee in the event BR Member or its permitted
transferee, or an Affiliate of any of them, is the subject of such removal vote and excluding the Membership Interest of TCR
Member or its permitted transferee in the event TCR Member or its permitted transferee, or an Affiliate of any of them, is
the subject of such removal vote), but only in the event of any of the following (each a “Removal
Action”): (i) a material breach of this Agreement (but expressly excluding failure to make an Additional Capital
Contribution) on the part of such Manager (either as a Manager or as a Member), which breach shall continue uncured for
thirty (30) calendar days after the giving of written notice thereof to such Manager by a Member specifying the nature of
such breach or, if more than thirty (30) days is reasonably required to cure such breach and if the defaulting Manager
commences to cure within the original thirty (30) day cure period and diligently continues to cure such breach, such
additional time as is reasonably necessary to cure the breach not to exceed an additional thirty (30) days; (ii) fraud, gross
negligence or willful misconduct on the part of such Manager in management of the business or affairs of the Company; (iii)
Bankruptcy of such Manager; (iv) willful misappropriation of Company funds by the Manager; (v) the transfer of a Membership
Interest or a direct or indirect ownership interest in the Manager in violation of this Agreement or, in the case of the TCR
Member, the occurrence of a TCR Change of Control in violation of this Agreement; (vi) the Manager’s withdrawal as a
Member in violation of the Agreement; (vii) failure of such Manager (as a Member) to fund any Initial Capital Contribution
required of it under Section 8.1 or any Mandatory Developer Cost Overrun Loan, TCR Cost Overrun Loan or BR Cost
Overrun Loan required of it and, in any such case, continuation of such failure for thirty (30) days; or (viii) in the
case of a Manager designated by the TCR Member, the termination of the Development Agreement or the GC Contract as a result
of an event of default by the Developer or the General Contractor thereunder. The removal of a Manager shall also constitute
the removal of Representatives on the Management Committee appointed by such Manager. The removal of a Manager who is also a
Member shall not affect the Manager’s rights as a Member and shall not constitute a withdrawal of the Manager as a
Member. If the TCR Member is removed as a Manager as a result of any Removal Action, (x) the Developer may be terminated as
the developer under the Development Agreement, (y) the General Contractor may be terminated as the general contractor under
the GC Contract and (z) if the removal occurs before Substantial Completion, the TCR Member will no longer be entitled to
receive any portion of the promote otherwise payable under Section 9.1 (i.e. the 20% share payable under
subsection (h) thereof, the 30% share payable under Section (i) thereof and the 50% share payable under subsection (j)
thereof) but rather, from and after such removal, shall only share in distributions as a Member based on its Ownership
Percentage in the amount distributed (including the amount that otherwise would have constituted the promote). In any
instance where the TCR Member is removed as Manager and/or the Developer is removed as developer under the Development
Agreement and/or the General Contractor is terminated as the general contractor under the GC Contract, regardless of the
cause of such removal or termination, the BR Member shall cause the TCR Member, the TCR Guarantors and/or any Affiliate of
the TCR Member that executed a Loan Guaranty or any other guaranty or indemnity agreement for a loan to the Company to be
released in full from such Loan Guaranty or other guaranty or indemnity agreement; provided, that, if the BR Member is unable
to obtain such release despite its commercially reasonable efforts to do so, the BR Member and Affiliates of the BR Member
reasonably acceptable to the TCR Member shall be obligated to indemnify and hold harmless the TCR Member, the TCR Guarantors
and/or any such Affiliate (each, a “TCR Indemnified Party”), pursuant to an indemnification agreement in
form and substance reasonably satisfactory to the TCR Indemnified Parties, without prejudice to any other indemnification
right under Sections 15.1 and 15.2, for any amount paid by the TCR Indemnified Parties under such Loan Guaranty
or other guaranty or indemnity agreement and actual losses and expenses (including reasonable attorney’s fees and
costs) incurred by the TCR Indemnified Parties in defending against a claim for performance under such Loan Guaranty or other
guaranty or other guaranty or indemnity agreement, except to the extent (i) the TCR Indemnified Parties are separately
obligated to the Company or the BR Member, without right of reimbursement, under a written agreement for the amount sought to
be recovered under such Loan Guaranty or indemnity agreement or (ii) the amount sought to be recovered would never be
collectible from, or claimed against, the Company but for the fraud, willful misconduct or gross negligence by the TCR
Indemnified Parties; provided, however, that the BR Member and its Affiliates shall not be obligated to indemnify the TCR
Indemnified Parties if (x) the Developer, the General Contractor or the TCR Member was removed as a result of a Removal
Action described in any of clauses (ii), (iii), (iv), (v), (vi), (vii) or (viii) above or (y) with respect to any action
taken by the BR Member after the date of removal, the TCR Member has expressly approved of or consented to the action taken
by BR Member in writing within two (2) business days following the receipt of written notice from BR Member that BR Member
intends to take such action (and if the TCR Member has not affirmatively responded to BR Member by the end of such two (2)
business day period, the TCR Member shall be deemed to have expressly disagreed with the action).


 



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5.10         Vacancies.
Any vacancy occurring for any reason in the number of Managers of the Company may be filled by the affirmative vote of all Members
(excluding the Membership Interest of BR Member or its permitted transferee to the extent the vacancy results from BR Member or
its permitted transferee, or an Affiliate of any of them, being removed as Manager and excluding the Membership Interest of TCR
Member or its permitted transferee to the extent the vacancy results from TCR Member or its permitted transferee, or an Affiliate
of any of them, being removed as Manager). A Manager elected to fill a vacancy shall hold office until its successor shall be elected
and shall qualify or until its earlier resignation or removal.


 


5.11         Salaries.
The salaries and other compensation, if any, of the Managers shall be fixed from time to time by an affirmative vote of all the
Members, and no Manager shall be prevented from receiving a salary or other compensation by reason of the fact that it is also
a Member of the Company. The salaries and other compensation, if any, of a Representative or any officer of the Company shall be
fixed from time to time by an affirmative vote of all the Members.


 


5.12         Development
and Development Fee.


 


5.12.1         Development
Agreement. The Company and Developer have entered into a mutually agreed form of Development Agreement to govern the rights
and responsibilities of the Company and Developer with respect to the development and construction of the Project, including a
Development Fee payable to Developer as described below. Developer will cause the Project to be constructed in accordance with
the terms of the Development Agreement.


 


5.12.2         General
Contractor. The Company has engaged the General Contractor pursuant to a “cost plus fee” contract for
construction of the Project (the “GC Contract”). The fee payable to the General Contractor thereunder is
five percent (5%) of the Hard Costs in the Total Project Budget.


 



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5.12.3         Development
Fee. Under and subject to the Development Agreement, Developer will be entitled to earn a fee (the “Development Fee”)
equal to three percent (3%) of the Total Project Budget (exclusive of the Development Fee). The Development Fee shall compensate
Developer for all development management and project management services (including project accounting and financial reporting)
required to achieve Substantial Completion. The Development Fee shall be paid on a proportional basis (based on the percentage
of the construction completed) from draws against Capital Contributions (until the Initial Capital Contributions are funded) and
the Loan or, to the extent not funded from those sources, other existing available funds of the Company or, upon Final Completion,
Additional Capital Contributions; provided, however, that no portion of the Development Fee shall be paid from the initial Capital
Contributions made for the acquisition of the Property and payment of Pursuit Costs.


 


5.12.4         Development
Information. During the construction process, the TCR Member will provide or cause the Developer to provide to the Company
and BR Member copies of all draw-related information for the Loan, including but not limited to monthly copies of the construction
draws and construction draws top sheets with budget-versus-actual information, plus full physical access to the Property and all
documentation of the Company in connection with the development and construction of the Project.


 


5.12.5         Developer
Contribution. For no additional charge or credit to the TCR Member’s Capital Account, TCR Member shall convey or cause
Developer or its Affiliates to convey to the Company all of (i) ownership and contract rights in and to the Property and/or purchase
agreements related to the Property held by TCR Member or Developer or their Affiliates, including but not limited to rights to
acquire the Property in accordance with the various existing purchase agreements related to the acquisition of the Property (together,
the “Land Contract”), (ii) all design and construction plans for the Project (at Developer’s actual cost,
free and clear of all liabilities) and (iii) all other tangible and intangible rights associated with the Project held by TCR Member
or Developer or their Affiliates.


 


5.12.6         BR
Member’s Owner Representative. The BR Member will be entitled to staff the Project, at the expense of the Company, with
an owner’s representative throughout the construction period to oversee, supervise and assist the Developer in the administration
of the Project as needed by the Developer. The reasonable cost of the owner’s representative, which shall not exceed $50,000,
will be capitalized into the Total Project Budget and paid from the construction draws to the extent approved by Lender (or, to
the extent not so paid, added to the Capital Account of the BR Member and set off on a dollar for dollar basis amounts owed for
the owner’s representative).


 



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5.12.7         Warranties.
TCR Member shall cause the General Contractor to warrant to the Company the construction of the Project for twelve (12)
months after the Certificate of Occupancy is received for the Project such that the General Contractor must promptly correct
and repair, at its sole cost and expense to the extent not allowed as a reimbursable cost under the GC Contract, all defects
discovered during such twelve (12) month period. The Company may not assign such warranty by TCR Member or the General
Contractor, but any subcontractor warranties may be assigned by the Company to any third party who purchases the
Project from the Company during such period as the subcontractor warranties continue.


 


5.13         Limit
on Construction Warranties. While Developer and, to an extent, the TCR Member will act as the representative of the
Company in dealings with and supervision of the architect, engineer and other design professionals for the Project and the
contractors, subcontractors, suppliers, materialman and artisans engaged in connection with the Project, except as provided
in Section 5.12.7, the TCR Member will not be obligated to provide any warranty of construction nor will the TCR
Member be liable for errors in design, any departure from the plans and specifications or any other construction defect in
the Project. Neither the TCR Member nor any of its Affiliates (except as provided in the GC Contract in respect of the
General Contractor and the Development Agreement in respect of the Developer) is a guarantor of the work of any architect,
engineer or other design professional or the work of any contractor, subcontractor, supplier, materialman or artisan engaged
in connection with the Project. NEITHER THE TCR MEMBER NOR ANY OF ITS AFFILIATES (EXCEPT AS PROVIDED IN THE GC CONTRACT IN
RESPECT OF THE GENERAL CONTRACTOR AND THE DEVELOPMENT AGREEMENT IN RESEPCT OF THE DEVELOPER) WILL BE RESPONSIBLE FOR ERRORS
IN DESIGN OF THE PROJECT OR FOR CONSTRUCTION DEFECTS. UNDER NO CIRCUMSTANCE WILL THE TCR MEMBER OR ANY OF ITS AFFILIATES BE
RESPONSIBLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED BY THE COMPANY OR ANOTHER MEMBER OR MANAGER AS A RESULT OF
DEFECTS IN DESIGN OR CONSTRUCTION OF THE PROJECT, INCLUDING ANY LOSS IN REVENUES, EXCESS CARRYING COSTS, ANY LOSS OF
OPPORTUNITIES, ANY LIABILITY TO OTHER PERSONS FOR LOSS, INJURY OR DAMAGE TO PERSONS OR PROPERTY OR DEATH, OR ANY DAMAGE TO
THE PROJECT. The Company retains the risk of (a) adequacy of all plans and specifications and compliance of plans and
specifications with applicable laws and (b) subject to the Company’s rights under the GC Contract and the
Development Agreement, conformance of construction with the applicable plans and specifications, applicable laws and sound
building practices. THE TCR MEMBER SPECIFICALLY DISCLAIMS ALL WARRANTIES, INCLUDING ANY WARRANTY OF
MERCHANTABILITY, HABITABILITY OR GOOD AND WORKMANLIKE CONSTRUCTION AND WARRANTIES OF FITNESS FOR USE OR
ACCEPTABILITY FOR THE PURPOSE INTENDED, AND THE COMPANY AND THE OTHER MEMBERS AND MANAGERS WAIVE ALL BASIS FOR RECOVERY
OR REIMBURSEMENT (INCLUDING ANY GROUND FOR RECOVERY BASED ON NEGLIGENCE OR STRICT LIABILITY), TO THE EXTENT THE
SAME WOULD ALLOW GREATER RECOURSE THAN PROVIDED IN THIS SECTION 5.13 AGAINST THE TCR MEMBER OR ANY AFFILIATE OF THE
TCR MEMBER (EXCEPT AS PROVIDED IN THE GC CONTRACT IN RESPECT OF THE GENERAL CONTRACTOR OR THE DEVELOPMENT AGREEMENT IN
RESPECT OF THE DEVELOPER). Nothing in this Section 5.13 limits (i) the responsibility of the General Contractor under
its GC Contract with the Company, (ii) the responsibility of the Developer under the Development Agreement, (iii) the TCR
Member’s obligation to make Mandatory Cost Overrun Loans and/or TCR Cost Overruns Loans or (iv) the responsibility of
the TCR Guarantors under the Guaranty Agreement from the TCR Guarantors to the Company and the BR Member.


 



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5.14         Total
Project Budget and Operating Budget.


 


5.14.1         Total
Project Budget. The Members have attached the Total Project Budget to this Agreement as Exhibit C. The Total Project
Budget may be modified only (i) as may be agreed to by the Members pursuant to Section 7.7, (ii) by the TCR Member to reallocate
savings in a line item within the Total Project Budget to another line item within the Total Project Budget or (iii) as allowed
by Section 4.2 of the Development Agreement.


 


5.14.2         Operating
Budget. Other than with respect to the development and construction of the Project, the Company shall operate the
Project under a business plan and an annual operating budget (each, an “Operating Budget”) commencing for
the period beginning as of the date of issuance of a certificate of occupancy for any of the residential units in the
Project. The TCR Member shall deliver to the Members for approval the initial proposed Operating Budget for the remainder of
the Fiscal Year beginning as of the date of issuance of a certificate of occupancy for any of the residential units in the
Project not later than forty-five (45) days before the beginning of that period. The Operating Budget for each Fiscal Year
thereafter shall be proposed by the Management Company, after which the TCR Member shall review the Operating Budget as
proposed by the Management Company and deliver it to the Management Committee with it recommendations by not later than
November 1st of the preceding Fiscal Year or 10 days after receipt of the proposed Operating Budget from the Management
Company, which ever is later. After the Operating Budget has been approved, the TCR Member may implement it on behalf of
Company and may incur the expenditures and obligations therein provided. No material changes or departures from any item in
an approved Operating Budget shall be made by the TCR Member without the prior approval of the BR Member. If an Operating
Budget has not been approved by January 1st of any Fiscal Year, the Company shall continue to operate the Project under the
Operating Budget for the previous Fiscal Year with such adjustments as may be necessary to reflect deletion of non-recurring
expense items set forth in the previous Operating Budget and positive or negative adjustments in insurance costs, taxes,
utility costs and Debt Service payments. The TCR Member shall promptly advise and inform the BR Member of any
transaction, notice, event or proposal directly relating to the management and operation of the Project, other assets of the
Company or the Company which is expected to cause a material deviation from the Operating Budget.


 



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5.15         Management
Company. The Managers shall agree upon and cause the Company to enter into a management agreement (the
“Management Agreement”) with a management company mutually agreed upon by the Members (including any
successors, the “Management Company”) to manage, lease-up and operate the Property pursuant to the
Management Agreement. The Management Agreement shall require that Management Company operate the Project in a first class
manner and in accordance with the standards and conditions for the type, style, class, use and location of the Property. The
Management Agreement shall also require that the Management Company undertake all such duties and obligations with respect to
the Operating Budget as will be set forth in the Management Agreement, including providing a proposed Operating Budget for
each Fiscal Year not later than October 15th of the preceding Fiscal Year. The Company shall pay the Management Company a
management fee in the amount of no more than two and one-half percent (2.5%) of annual gross cash revenues generated from the
Project (except during the lease up phase, when the management fee may be a fixed amount or subject to a floor amount),
payable monthly.


 


5.16         Operation
in Accordance with REOC/REIT Requirements.


 


5.16.1         The
Members acknowledge that BR Member or one or more of its Affiliates (an “BR Affiliate”) intends to qualify as
a “real estate operating company” or “venture capital operating company” within the meaning of U.S. Department
of Labor Regulation 29 C.F.R. Section 2510.3-101 (a “REOC”), and the Members agree that the Company shall be
operated in a manner that will enable BR Member and/or such BR Affiliate, as applicable, to so qualify; provided, however, that
in no event shall the foregoing require any loss of voting or decision rights to the TCR Member, or result in any adverse consequence
to the TCR Member, or subject the TCR Member to liability for any inadvertent failure to comply with the standards applicable to
a REOC. Except as disclosed to BR Member, TCR Member (i) 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 Code.


 


5.16.2         Except
for the Property and the Project, a Member or Manager shall not knowingly cause the Company to hold any investment, incur any indebtedness
or otherwise take any action that would cause any Member of the Company (or any Person holding an indirect interest in the Company
through an entity or series of entities treated as partnerships for U.S. federal income tax purposes) to realize any “unrelated
business taxable income” as such term is defined in Code Sections 511 through 514 (“UBTI”), unless specifically
agreed to by the Members 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 unless caused by its own fraud, willful
misconduct or gross negligence.


 


5.16.3         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, no Member or Manager shall knowingly take any action which, or the effect of which, would constitute
or result in the occurrence of a REIT Prohibited Transaction by the Company. “REIT Prohibited Transactions”
means any of the actions specifically set forth in the following Sections


5.16.3.1 through 5.16.3.7:


 



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5.16.3.1           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);


 


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


 


5.16.3.3           Acquiring
or holding any debt investments (except for temporary investments of cash balances not exceeding in the aggregate 25% of the Company’s
assets) unless (i) the amount of interest income received or accrued by the Company under such debt investment 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;


 


5.16.3.4           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 or its parent company which is a REIT, by jointly filing
with REIT Member or its parent company which is a REIT IRS Form 8875, or (iii) has properly elected to be a REIT for U.S. federal
income tax purposes;


 


5.16.3.5           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 as the Project in the
geographic areas in which the Property is located where such services are either provided by (A) an “independent
contractor” (as defined in Section 856(d)(3) of the Code) who is adequately compensated for such services and from
which the Company or the REIT Member do not, directly or indirectly, derive revenue or (B) a taxable REIT subsidiary of the
REIT Member or its parent company which is a REIT who is adequately compensated for such services or (ii) amounts received
for services that are customarily furnished or rendered in connection only with the rental of space for occupancy in
properties like the Project (as opposed to being rendered primarily for the convenience of the Project’s tenants);


 



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


 


5.16.3.7           Holding
cash of the Company available for operations or distribution in any manner other than a traditional bank checking or savings account
or mutual fund.


 


Notwithstanding the foregoing provisions
of this Section 5.16.3, 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 5.16.3.


 


5.17         FCPA.
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, 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, in each case to the extent dealings with such representative, employee, political
party, officer or candidate are subject to the Foreign Corrupt Practices Act, except for any facilitating or expediting payments
to government officials, political parties or political party officials the purpose of which is to expedite or secure the performance
of a routine governmental action by such government officials or political parties or party officials. The term “routine
governmental action” for purposes of this provision shall mean an action which is ordinarily and commonly performed by the
applicable government official in (i) obtaining permits, licenses, or other such official documents which such Person is otherwise
legally entitled to; (ii) processing governmental papers; (iii) providing police protection, mail pick-up and delivery or scheduling
inspections associated with contract performance or inspections related to transit of goods across country; (iv) providing phone
service, power and water supply, loading and unloading of cargo, or protecting perishable products or commodities from deterioration;
or (v) actions of a similar nature. The term routine governmental action does not include any decision by a government official
whether, or on what terms, to award new business to or to continue business with a particular party, or any action taken by an
official involved in the decision making process to encourage a decision to award new business to or continue business with a particular
party. 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 or on behalf of the Company, receives to take any
action that may constitute a violation of the Foreign Corrupt Practices Act.


 



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5.18         Execution
of Documents for Land Closing and Loan. Notwithstanding any other provision of this Agreement that would otherwise limit such
authority, the TCR Member, in its capacity as a Manager of the Company, is authorized on behalf of the Company to execute and deliver
the documents required in connection with the Loan and acquisition of the Property, as identified in Exhibit F to this Agreement,
and to encumber the Property, the Project and the Company’s other assets to secure the Company’s indebtedness, liabilities
and obligations to the Lender as provide in such document related to the Loan.


 


ARTICLE 6.


RIGHTS AND OBLIGATIONS OF MEMBERS


 


6.1           Limitation
on Liability. Each Members’ liability shall be limited as set forth in this Limited Liability Company Agreement, the
Act and other applicable law.


 


6.2           No
Liability for Company Obligations. No Member will have any personal liability for any debts or losses of the Company beyond
its respective Capital Contributions, except as provided by nonwaivable provisions of law.


 


6.3           List
of Members. Upon written request of any Member, the Company shall provide a list showing the names, addresses and Membership
Interests and Economic Interests of all Members and any other information required by Section 18-305 of the Act.


 


6.4           Dissenters’
Rights. No Member shall have appraisal or dissenters’ rights pursuant to Section 18-210 of the Act.


 


6.5           Financing
and Recourse Obligations; Refinancing.


 


6.5.1           The
TCR Member will use commercially reasonable efforts to secure the Loan from the Lender. The TCR Member is authorized, acting on
behalf of the Company, to close the Loan (including execution of all loan documents required by the Lender) and to encumber as
security for the Loan the Project and other property of the Company as the Lender requests and the TCR Member considers appropriate.


 


6.5.2           If
required in connection with the Loan, the TCR Member and/or the TCR Guarantors shall provide (subject to the requirements of
the Lender) any required guaranty or indemnity, including, without limitation, any project completion guaranty, repayment
guaranty, environmental indemnity and non-recourse carveout guaranty for “bad boy” acts or omissions or
Bankruptcy-related events (each, as the same may be amended or restated from time to time, a “Loan
Guaranty”); provided, however, that the terms and conditions of any such Loan Guaranty shall be subject to the
approval of the TCR Member in its sole and absolute discretion. The BR Member, in its sole and absolute discretion may, if it
elects to do so, provide or cause one of its Affiliates to provide, a non-recourse carveout guaranty for “bad
boy” acts or omissions or Bankruptcy-related events on terms and conditions satisfactory to BR Member in its sole
discretion. Neither BR Member nor any Affiliate of BR Member shall be required to execute any project completion guaranty,
repayment guaranty, environmental indemnity or non-recourse carveout guaranty for “bad boy” acts or omissions or
Bankruptcy-related events.


 



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6.5.3           Beginning
120 days prior to the maturity of the Loan or such other loan, the TCR Member shall have the right to cause the Company to
refinance the Loan or any other mortgage loan to the Company, as the case be, if the TCR Member, any TCR Guarantor or any of
their Affiliate has provided a guaranty with respect to the payment of all or part of the principal or interest due in
respect of same; provided, however, that, (i) before the TCR Member closes a new loan in connection with any such refinancing
the TCR Member must provide the terms of such proposed new loan to the BR Member (including without limitation a copy of a
fully negotiated term sheet or similar evidence of the terms of the proposed loan), (ii) the BR Member shall have sixty (60)
days from the date it receives the terms of the new proposed loan from the TCR Member within which to obtain a loan proposal
with the same or better economic terms than those obtained by the TCR Member (without requirement for any guaranty or
indemnity agreement by the TCR Member, any TCR Guarantor or any of their Affiliates, except as may have been included in the
loan proposal provided by the TCR Member), (iii) if the BR Member is able to obtain better loan terms than those obtained by
the TCR Member, the Company and the Members shall take any and all actions necessary to close the new loan obtained by the BR
Member (on behalf of the Company) and (iv) if the BR Member is unable to obtain better loan terms, the Company and the
Members shall take any and all actions necessary to close the new loan obtained by the TCR Member (on behalf of the Company),
and (v) in no event shall any such refinancing loan under this Section 6.5.3 (A) include any prepayment lock-outs (but
this provision does not prohibit breakage costs for loans based on LIBOR or other matched-funding arrangements or prepayment
premiums not based on yield maintenance), (B) include an increase in principal amount except to pay transactional costs for
closing of the refinancing, (C) provide for additional interest or similar payments to the lender based on cash flow or
profits of the Company or capital proceeds realized by the Company or (D) be pooled (including as to collateralized or
defaults) with any property not owned by the Company.


 


6.6           Default
Action. If any Member or its Affiliate commits any Default Action (as defined below), then in addition to any other legal
or equitable remedy available to the other Member (or pursuant to the terms of this Agreement), such other Member shall be entitled
to recover its actual damages, including reasonable attorney’s fees (but specifically excluding special, consequential,
punitive or exemplary damages) sustained by the non-breaching Member as a result of such Default Action, except to the extent
of damages attributable to a coincident Default Action of such other Member and/or its Affiliate. The following actions are collectively
referred to as “Default Actions”: (i) Bankruptcy of a Member; (ii) fraud, willful misconduct or gross negligence
on the part of a Member in connection with the business or affairs of the Company; (iii) willful misappropriation of Company funds;
(iv) the material breach or violation of this Agreement (but expressly excluding a Member’s failure to make an Additional
Capital Contribution); (v) the transfer of a Membership Interest or a direct or indirect ownership interest in the Manager in
violation of this Agreement or, in the case of the TCR Member, the occurrence of a TCR Change of Control in violation of this
Agreement; (vi) any action or omission that, to the extent caused solely by a Member’s actions or omissions, results in
Lender asserting liability under any non-recourse carveout guaranty for “bad boy” acts or omissions or Bankruptcy-related
events (but expressly excluding therefrom, any liquidity based non-recourse carveout); (viii) withdrawal of a Member in violation
of the Agreement; and (ix) the Bankruptcy of a Member or any Affiliate of a Member (including, in the case of the TCR Member,
the General Contractor, the Developer or one or more TCR Guarantors) that causes an event of default under the Loan.


 



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6.7           Restriction
on Condominium Conversion; “AS IS” Sales Terms. On any sale of the Project, including a sale pursuant to Section
12.6, each Member shall have the right to cause the terms of any such sale to include (i) a special deed restriction or other
title encumbrance that would prohibit or restrict, for a time certain extending through the statute of repose for alleged or actual
defects in construction of the Project, the use of the Project as a condominium, cooperative, planned unit development or other
form of common interest use and/or (ii) provisions requiring the purchaser to release, indemnify, insure and/or provide the Company,
the Members, the Managers and their Affiliates (including the General Contractor) with security (including, without limitation,
cash reserves, a letter of credit and/or insurance) from and against any loss, cost or expense, including attorneys' fees, on account
of any alleged or actual defects in construction of the Project, whether known or unknown to the Company, a Member, a Manager or
any Affiliate of a Member or Manager at the time of such sale. In addition, any Member may require that any sale of the Project,
including a sale pursuant to Section 12.6, be made on an “AS IS” basis with commercially reasonable disclaimers
and releases for all warranties and similar obligations, express or implied, with respect to the Project and its condition and
the construction, prospects, operations or results of operations of the Project.


 


6.8           Tradenames.
The TCR Member may allow the Company to utilize in the Company’s business certain names, service marks, trademarks and
logos that are proprietary to the TCR Member and its Affiliates (including the names “Trammel Crow Residential,”
“Alexan,” and “TCR” and the “TCR” logo) or variants of such names, service marks,
trademarks and logos. The BR Member and the Company each acknowledges that such names, service marks, trademarks and logos
are the property of the TCR Member and its Affiliates, and the BR Member and the Company each agrees that the TCR Member or
one or more of its Affiliates will own any variants of such names, service marks, trademarks and logos that may be developed
by the Company or used in the Company’s business. The BR Member and the Company have no rights to any of such names,
service marks, trademarks and logos or any such variants, and the BR Member and the Company will acquire no right to any of
such names, service marks, trademarks and logos or any such variants through use allowed by the TCR Member and its
Affiliates. In no case may the BR Member or any of its Affiliates use any of such names, service marks, trademarks or logos
or any variant thereof or any variants of such names, service marks, trademarks or logos. The TCR Member may require the
Company to discontinue the use of any or all of such names, service marks, trademarks and logos or any variants thereof at
any time, in the discretion of the TCR Member. The Company in all events will be required to cease use of all such names,
service marks, trademarks and logos and all variants thereof if at any time the TCR Member is no longer a Manager of the
Company. The TCR Member shall be responsible for any and all rebranding costs incurred by the Company if the TCR Member
requires discontinuance of any such names, service marks, trademarks and logos or any variants thereof at any time, except on
a sale of other disposition of the Project. At such time as the Company is required to discontinue use of any such name,
service mark, trademark or logo, the Company will have a transition period as necessary to effect a change to a new name,
service mark, trademark or logo but not more than one hundred eighty (180) days after the discontinuance of use is
required.


 



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6.9           Members
Have No Exclusive Duty to Company. A Member and its Affiliates may have other business interests and may engage in other activities
in addition to those relating to the Company. Neither the Company nor another Member shall have any right, by virtue of this Limited
Liability Company Agreement, to share or participate in such other investments or activities of a Member of its Affiliates or to
the income or proceeds derived therefrom. A Member shall incur no liability to the Company or to another Member as a result of
the Member or any of its Affiliates engaging in any other business or venture.


 


6.10         Enforcement
of Affiliate Contracts. If the Company is a party to any contract with an Affiliate of a Member, the other Member shall have
the right unilaterally to exercise, on behalf of the Company, any remedy by reason of a default under such contract or to approve,
on behalf of the Company, any termination, extension or modification of such contract. For the avoidance of doubt, this Section
6.10 applies to the Development Agreement and the GC Contract, as to which the BR Member has the right, on behalf of the Company,
to exercise any remedy or approve any termination, extension or modification.


 


ARTICLE 7.


MEETINGS OF MEMBERS


 


7.1           Meetings.
Meetings of the Members, for any purpose or purposes, may be called by any Manager or any Member.


 


7.2           Place
of Meetings. The Person calling any meeting of the Members may designate any mutually convenient location as the place of meeting.


 


7.3           Notice
of Meetings. For any meeting of the Members, written notice stating the place, day and hour of the meeting and the purpose
or purposes for which the meeting is called shall be delivered not less than five (5) days and not more than thirty


(30) days before the date of the meeting,
either personally or by mail, by or at the direction of the Person calling the meeting, to each Member entitled to vote at such
meeting. Notice provided in accordance with this Section 7.3 shall be effective notwithstanding anything in the Act to the
contrary.


 


7.4           Meeting
of all Members. If all of the Members shall meet at any time and place, and consent to the holding of a meeting at such time
and place, such meeting shall be valid without call or notice, and at such meeting any lawful action may be taken.


 



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7.5           Record
Date. For the purpose of determining Members entitled to notice of or to vote at any meeting of Members or any adjournment
thereof, or Members entitled to receive payment of any distribution, or in order to make a determination of Members for any other
purpose, the date on which notice of the meeting is mailed or the date on which such distribution is made or action of the Members
is taken, as the case may be, shall be the record date for such determination of Members unless the Managers shall otherwise specify
another record date. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this
Section 7.5, such determination shall apply to any adjournment thereof.


 


7.6           Quorum.
All of the Members, represented in person or by proxy, shall constitute a quorum at any meeting of Members.


 


7.7           Major
Decisions. The affirmative vote of the TCR Member and the BR Member shall be required to approve these actions (each, a “Major
Decision”):


 


(a)          do
any act in contravention of the Company’s Certificate of Formation or this Limited Liability Company Agreement, or amend
the Company’s Certificate of Formation or this Limited Liability Company Agreement;


 


(b)          do
any act not specifically authorized herein which would make it impossible or impractical to own or develop the Project or to otherwise
carry on the ordinary business of the Company;


 


(c)          possess
any property of the Company, or assign the rights of the Company in any specific property of the Company, for other than a Company
purpose;


 


(d)          change
or reorganize the Company into any other legal form or cause any merger or consolidation of the Company with another entity;


 


(e)          commence,
respond to or settle any litigation involving the Company, the Property or the Project, except commencement, response to or settlement
of any litigation involving a claim (including a mechanic’s lien or similar claim) arising out of development or construction
of the Project if approved by the TCR Member;


 


(f)          filing
or initiating a Company Bankruptcy;


 


(g)          permit
or cause the Company to purchase or invest in real property other than its interest in the Property and the Project;


 


(h)          make
loans using funds of the Company;


 


(i)          except
as expressly provided in Section 12.3, the admission of additional Members to the Company;


 


(j)          take
any action which would reasonably be expected to expose the TCR Member, BR Member or any Affiliate thereof to liability
under any Loan Guaranty or any other guaranty or indemnity agreement for a loan to the Company, unless the action is approved
by such Person;


 



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(k)          enter
into any transaction with a Member and/or any Affiliate thereof (except as expressly authorized herein);


 


(l)          incur
any indebtedness for borrowed money or grant a security interest in the Company’s property, in either case, except as provided
in Section 6.5;


 


(m)          approve
any modifications to the Total Project Budget, except as provided in Section 5.14.1;


 


(n)          approve
any Operating Budget or make any modifications thereto, including without limitation changes with regard to leasing strategy and
rental rates included in the Operating Budget;


 


(o)          make
any expenditure or incur any obligation that varies from the Total Project Budget (unless the expenditure is approved by the TCR
Member) or the applicable Operating Budget, as applicable;


 


(p)          subject
to Sections 6.5.3 and 12.6, any sale, refinance or similar transaction with regard to the Project;


 


(q)          in
the event of a fire, other casualty or partial condemnation of the Project after Substantial Completion, a determination whether
to construct or reconstruct the improvements located on the Property, where such construction or reconstruction would cost in excess
of $100,000 and is not required under the terms and provisions of any lease, mortgage or deed of trust affecting the damaged or
condemned portion of the Project in question;


 


(r)          approve
any general contractor or co-developer for the Property, or any agreement with such Person, except (i) as provided in Section
5.12 or (ii) engagement of a replacement general contractor or developer if the TCR Member is removed as a Manager pursuant
to Section 5.9;


 


(s)          adoption
of or modifications to the Plans, including, without limitation, any Discretionary Changes, except for (i) government-mandated
changes, (ii) supplemental instructions and clarifications issued by the Project architect, (iii) changes required by a Lender,
and (iv) changes deemed appropriate by the TCR Member that individually do not increase or decrease Hard Costs by more than $75,000
and, when taken together with all other change orders that are not either approved by the Members or required by governmental authorities
or a Lender, do not increase or decrease Hard Costs, on a net basis, by more than $200,000 in the aggregate; and


 


(t)          hiring
the initial Management Company (i.e. on or about the Substantial Completion) and the entry into its Management Agreement for the
Project.


 



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In addition to the foregoing, if any Management
Company is terminated by the Management Committee, the replacement Management Company shall be selected by the BR Member from a
list of not less than three proposed replacement Management Companies provided by the TCR Member (and for the avoidance of doubt,
such decisions of the TCR Member and the BR Member, respectively, will be “Major Decisions”).


 


7.8           Proxies.
A Member may vote in person or by proxy executed in writing by the Member or by a duly authorized attorney-in-fact. Such written
proxy shall be delivered to the other Member.


 


7.9           Action
by Members Without a Meeting. Action required or permitted to be taken by the Members at a meeting may be taken without a meeting
if the action is evidenced by one or more written consents describing the action taken, collectively signed by all of the Members.
Action take under this Section 7.9 is effective when the Members required to approve such action have signed the consent,
unless the consent specifies a different effective date. The record date for determining Members entitled to take action without
a meeting shall be the date the first Member signs a written consent.


 


7.10         Waiver
of Notice. Pursuant to Section 18-302(c) of the Act, when any notice is required to be given to any Member, a waiver thereof
in writing signed by the person entitled to such notice, whether before, at, or after the time stated therein, shall be equivalent
to the giving of such notice.


 


7.11         Meeting
by Telephone, Etc. Pursuant to Section 18-302(d) of the Act, Members may also meet by conference telephone call, video conference
or through similar communications equipment if all Members can hear one another on such call and the requisite notice is given
or waived.


 



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ARTICLE 8.


CONTRIBUTIONS TO THE COMPANY AND CAPITAL
ACCOUNTS


 


8.1           Members’
Initial Capital Contributions.


 


8.1.1           BR
Member and TCR Member have incurred and hereafter through the date that the Property is acquired by Company intend to incur
Pursuit Costs, which Pursuit Costs shall constitute a portion of the Initial Capital Contributions to be made by the Members;
provided however that (x) BR Member’s total pre-Property acquisition contribution toward Pursuit Costs shall not exceed
$875,000.00 (50% of $1,750,000) (unless BR Member otherwise consents, such consent to be given or withheld in BR
Member’s sole discretion) and (y) notwithstanding anything to the contrary contained herein, expense items identified
in the Pursuit Costs Budget that are not fixed costs shall not exceed the line item amount set forth in the Pursuit Costs
Budget for same by more than three percent (3%) without the consent of both BR Member and TCR Member. BR Member shall
reimburse the TCR Member for fifty percent (50%) of all Pursuit Costs previously incurred by TCR Member that are identified
in the Project Costs Budget and that have been approved by BR Member in its reasonable discretion. The amount of such
reimbursement shall be treated as part of the Initial Capital Contributions by the BR Member toward Pursuit Costs. The TCR
Member will be credited with an Initial Capital Contribution for the remaining fifty percent (50%) of all Pursuit Costs
previously incurred by TCR Member that are identified in the Project Costs Budget and that have been approved by BR Member in
its reasonable discretion. After taking into account the reimbursement contemplated above in this Section 8.1.1, each
party shall have funded 50% of the approved Pursuit Costs. Each of BR Member and TCR Member shall be responsible for fifty
percent (50%) of all Pursuit Costs incurred by the Members through acquisition of the Property that are identified in the
Pursuit Costs Budget and have been approved, in its reasonable discretion, by the Member that did not directly incur such
expense. Either Member may request that the other Member reimburse the requesting party for the other party’s pro-rata
share (50%/50%) of any Pursuit Costs paid by the requesting Member by providing a written request (each a
“Reimbursement Request”) to such other Member. Each Reimbursement Request shall (i) state the name of each
payee to be paid, a brief description of the item or service provided by the payee and the amount to be paid for such item or
service, (ii) include a representation that the amount to be paid or reimbursed was incurred in accordance with the Pursuit
Costs Budget and a calculation of the total expenditures to date (including the requested reimbursement amount) for the
applicable Pursuit Costs Budget line item, and (iii) upon request of the other Member, be accompanied by copies of reasonably
detailed invoices or other data supporting the amount requested in the Reimbursement Request (such additional evidence/data
to be subject to the approval of such other Member in its reasonable discretion). Subject to the terms hereof, such other
Member shall reimburse the requesting Member its portion of Pursuit Costs described in a Reimbursement Request no later than
ten (10) days after the Reimbursement Request is delivered and all conditions described in the preceding sentence have been
satisfied. If the acquisition of the Property closes then, at such acquisition closing, (i) all Pursuit Costs previously
incurred by a Member and not credited toward a Capital Contribution or reimbursed on a pro-rata (50/50) basis by the other
Member shall be deemed Initial Capital Contributions by such parties to the Company; (ii) each Member shall fund an amount of
the required remaining equity for the acquisition and the Project and related costs and expenses so that taking into account
all Pursuit Costs previously incurred by the parties as outlined above, the BR Member and TCR Member have funded 90% and 10%,
respectively, of the Initial Capital Contributions; and (iii) if the TCR Member’s 50% share of Pursuit Costs and
Capital Contributions toward Pursuit Costs is more than 10% of the Initial Capital Contributions, the Company shall reimburse
the TCR Member at the Property acquisition closing for the excess, with the BR Member’s Initial Capital Contribution to
be adjusted accordingly to maintain the specified 90%/10% relationship.


 


8.1.2           From
time to time after the acquisition of the Property, the TCR Member shall call for additional funding of the Members’
Initial Capital Contribution (each, a “Capital Call”) in order to fund the amounts set forth in the Total
Project Budget; provided, that, the aggregate amount of a Member’s share of such Capital Calls shall not exceed the
amount of the Member's capital commitment as set forth on Exhibit A. The TCR Member shall make Capital Calls by
issuing written notice thereof to the Members. The terms of any such Capital Call shall require each Member to contribute its
share (i.e. 90% for the BR Member and 10% for the TCR Member) of the amount subject to such Capital Call by wire
transfer payable in U.S. dollars to an account designated in the Capital Call Notice, no later than the date specified
therein (the “Due Date”), provided that such Due Date shall not be less than five (5) business days after
the date of such Capital Call Notice.


 



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8.1.3           In
the event that the acquisition of the Property fails to close for any reason, except as expressly provided in Sections 8.1.4
and 8.1.5, each Member will be responsible for fifty percent (50%) of all Pursuit Costs incurred in accordance with
the Pursuit Costs Budget prior to the date the Land Contract was terminated, or the closing of the acquisition of the Property
failed to occur, whichever happens first.


 


8.1.4           Under
the following limited circumstances (and no others), the BR Member, at its election, may discontinue pursuit of the Project and,
if it does so, the TCR Member shall be required to reimburse BR Member for all of its Pursuit Costs (either paid directly by BR
Member or as reimbursements to TCR Member pursuant hereto):


 


(a)          if
the acquisition of the Property fails to close because of TCR Member’s inability to deliver the Loan on commercially reasonable
terms at a minimum LTV of 70% (based on the overall Total Project Budget) (the “Loan Contingency”), which failure
is not caused by any act or omission of BR Member or a party under its direct control. TCR Member acknowledges and agrees that
it shall solely bear the risk relating to the Loan Contingency, including, without limitation, the risk that a lender refuses to
approve the General Contractor as the general contractor for the Project or refuses to approve the Company as its borrower. The
Loan Contingency shall be deemed unsatisfied for all purposes hereunder if, as a condition to obtaining the Loan, BR Member would
be required to provide a Loan Guaranty (either by BR Member or any of its affiliates or individual owners) or pledge other property
or assets unrelated to the Property or its ownership interest in the Company as security for same (BR Member’s unwillingness
to provide such Loan Guaranty or pledge of non-Property assets shall not be deemed an act or omission that causes the Loan Contingency
to fail to be satisfied);


 


(b)          if
the acquisition of the Property fails to close due to the failure to obtain prior to acquisition of the Property any required subdivision
plat and/or development plat approvals for the development of the Project;


 


(c)          if
civil/site improvements/site plan permits and approvals and/or building permits necessary to begin construction of the
Project (including those required to authorize multi-family residential development on the Property) cannot be (x) applied
for by the Company within thirty (30) days of the Property acquisition closing or
(y) issued within a commercially reasonable time after the
Property acquisition, each as determined by BR Member in its reasonable discretion, which failure (in either case) is not
caused by any act or omission of BR Member or a party under its direct control. TCR Member hereby confirms and warrants to BR
Member that, except for the permits referenced in the preceding sentence, no other permits will be required to begin
construction of the Project;


 



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(d)          if
TCR Member fails to fund its share of any Initial Capital Contributions as and when same are due prior to or contemporaneous with
the acquisition of the Property;


 


(e)          if
any party other than BR Member or any BR Member-affiliated party (or guarantor) fails to deliver any documentation required by
the Lender to close the Loan (such failure to include the failure of any TCR Member-affiliated party (including a TCR Guarantor
or the General Contractor) to do likewise); or


 


(f)          if
any seller under the Land Contract terminates the Land Contract, in whole or in part, due to a default by the purchaser thereunder
unless such default is the result of the sole and direct, intentional or grossly negligent, action or inaction of BR Member or
a party under its direct control.


 


Upon any such election by the BR Member
to discontinue pursuit of the Project, the BR Member shall have no further obligations to reimburse Pursuit Costs or to fund Capital
Contributions. In addition, if the BR Member elects to discontinue pursuit of the Project under paragraph (a), (b), (c) or (g)
above, then upon payment of the amount due the BR Member under this Section 8.1.4, the BR Member will transfer to the TCR
Member the Membership Interest in the Company held by the BR Member and will resign as a Manager of the Company. Following the
acquisition of the BR Member’s Membership Interest, the TCR Member shall indemnify, defend and hold harmless the BR Member
and each of its Indemnitees against any claim, suit, action or other proceeding and all related loss, damages, judgments, settlements,
obligations, liabilities, debts, damages and costs and expenses (including fees and disbursements of attorneys and other professionals
and court costs) incurred by any of them on account of liabilities or obligations of the Company.


 


8.1.5           Under
the following limited circumstances (and no others), the TCR Member, at its election, may discontinue pursuit of the Project and,
if it does so, the BR Member shall be required to reimburse TCR Member for all of its Pursuit Costs (either paid directly by TCR
Member or as reimbursements to BR Member pursuant hereto):


 


(a)          if
BR Member fails to fund its share of any Initial Capital Contributions as and when same are due prior to or contemporaneous with
the acquisition of the Property;


 


(b)          if
BR Member fails to deliver any documentation required by the Lender to close the Loan (such failure to include the failure of any
BR Member-affiliated party (or guarantor) to do likewise); or


 


(c)          any
seller under the Land Contract terminates the Land Contract, in whole or in part, due to a default by the purchaser thereunder
where such default is the result of the sole and direct, intentional or grossly negligent, action (or inaction) of BR Member or
a party under its direct control.


 



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Upon any such election by the TCR Member
to discontinue pursuit of the Project, the TCR Member shall have no further obligations to reimburse Pursuit Costs or to fund Capital
Contributions.


 


8.2           Additional
Contributions. Except as set forth in this Article 8, no Member shall be required to make any Capital Contributions
to the Company.


 


8.3           Loans
to Company. To the extent approved by the Members pursuant to Section 7.7, any Member may make a secured or unsecured
loan to the Company.


 


8.4           Additional
Capital Contributions; Funding of Cost Overruns.


 


8.4.1           Non-Development
Cost Overruns. Except in the instance of a funding obligation under Section 8.4.2, in the event the Company is reasonably
expected to incur a Non-Development Cost Overrun, and funds to pay such Non-Development Cost Overrun have not been obtained pursuant
to Section 8.3 above, either Member may determine, in the Member’s reasonable judgment and in good faith, the amount
of required funds and may make a capital call for such funds pursuant to this Section 8.4.1. When a Member makes such capital
call, it shall so notify the other Members, and the Members shall have thirty (30) days to make Additional Capital Contributions
in the amounts of 10% (for the TCR Member) and 90% (for the BR Member) of the necessary funds.


 


8.4.2           Overrun
Loans. Notwithstanding Section 8.4.1 or 8.4.3: (i) the TCR Member must on its own account pay over to the Company
any Non-Development Cost Overrun caused by, or any additional capital required by the Company because of, a Default Action of the
TCR Member (a “TCR Cost Overrun Loan”) (to be paid back as provided in Section 9.1(f) below, but without
any interest or return thereon); and (ii) the BR Member must on its own account pay over to the Company any Non-Development Cost
Overrun caused by, or any additional capital required by the Company because of, a Default Action of the BR Member (the “BR
Cost Overrun Loan”) (to be paid back as provided in Section 9.1(f) below, but without any interest or return thereon).


 


8.4.3           Other
Additional Capital Contributions.


 


(a)          In
the event that the Company requires funds to satisfy Company obligations or liabilities (including Debt Service or Operating
Expenses), then to the extent funds to pay such obligations or liabilities have not been obtained pursuant to Section 8.3 above
and no Member is obligated to provide funds for such obligations or liabilities under another provision of this Article
8, either Member may determine, in such Member’s reasonable judgment and in good faith, the amount of required
funds and may notify the other Member and the Management Committee of same, and upon the receipt of the recommendation of the
Member, the Management Committee shall determine whether such additional funds are, in the Management Committee’s
judgment, required. If the Management Committee determines that such funds are required it shall make a capital call for such
funds pursuant to this Section 8.4.3(a). When the Management Committee makes such capital call, it shall so notify the
Members, and the TCR Member and the BR Member shall have thirty (30) days to make Additional Capital Contributions in the
amounts of 10% and 90%, respectively, of the necessary funds.


 



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(b)          In
the event that the Company requires funds to make Remargining Payments or to satisfy any other Company obligations or liabilities
(including Debt Service or Operating Expenses) which other obligation or liabilities if not paid could give rise to a claim against
any of the TCR Guarantors and/or any other Affiliate of the TCR Member that is a successor guarantor under a Loan Guaranty or any
other guaranty or indemnity agreement for a loan to the Company, then to the extent funds to pay such obligations or liabilities
have not been obtained pursuant to Section 8.3 above and no Member is obligated to provide funds for such obligations or
liabilities under another provision of this Article 8, the TCR Member may determine, in its reasonable judgment and in good
faith, the amount of required funds and may make a capital call for such funds pursuant to this Section 8.4.3(b). When the
TCR Member makes such capital call, it shall so notify the BR Member, and the Members shall have thirty (30) days to make Additional
Capital Contributions in the amounts of 10% (for the TCR Member) and 90% (for the BR Member) of the necessary funds.


 


8.4.4           Failure
to Fund Additional Capital Contributions. In the event a Member fails to make all of its Additional Capital Contribution (“Defaulting
Member”) as required in Section 8.4.1 or 8.4.3 above on the due date, any Member who has funded all of
its Additional Capital Contribution (a “Non-Defaulting Member”) may (but shall not be obligated to) contribute
the unpaid portion of the Defaulting Member’s Additional Capital Contribution. If there is more than one Non-Defaulting Member
desiring to make the Additional Capital Contribution to replace the Additional Capital Contribution not funded by the Defaulting
Member, then such Non-Defaulting Members shall be entitled to contribute the Defaulting Member’s unfunded Additional Capital
Contribution in such amounts as they may agree among each other or, in the absence of such agreement, in proportion to their respective
Ownership Percentages. The rights provided by this Section 8.4.4 are the sole and exclusive remedies of the Company, the
Members and the Managers in the event that any Member fails to fund its the Additional Capital Contribution required in Section
8.4.1 or 8.4.3 above.


 


8.4.5           Hard
Cost and Soft Cost Overruns. The TCR Member may not call for Additional Capital Contributions under Section 8.4.1 or
8.4.3 for any Hard Cost Overruns and Soft Cost Overruns but rather, to the extent the Hard Cost Overruns and Soft Cost Overruns
are not funded by the Developer as required by the Development Agreement, must on its own account pay over to the Company any Hard
Cost Overruns and Soft Cost Overruns as and when they come due as a loan to the Company (each, a “Mandatory Developer
Cost Overrun Loan”), be paid back as provided in Section 9.1(e) below but without any interest or return thereon.


 



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8.4.6           Failure
to Make Cost Overrun Loans. Notwithstanding anything contained herein to the contrary, in the event the Company requires
additional funds because a Member has failed to fund as required its Mandatory Developer Cost Overrun Loan, TCR Cost Overrun
Loan or BR Cost Overrun Loan, as the case may be, then, in such event, the non-defaulting Member shall have the right (but
not the obligation) to make an Additional Capital Contribution in the amount necessary to fund the Defaulting Member’s
share, and, when funded, the Member making such Additional Capital Contribution pursuant to this Section 8.4.6 shall
be credited with Additional Capital Contributions at a 3:1 ratio for each such dollar of Additional Capital Contribution so
made to replace the Mandatory Developer Cost Overrun Loan, TCR Cost Overrun Loan or BR Cost Overrun Loan not funded by the
Defaulting Member. For example, if the TCR Member fails to make a Mandatory Developer Cost Overrun Loan, the BR Member shall
have the right but not the obligation to fund such amount to the Company as an Additional Capital Contribution and, if it
does so, the BR Member shall be credited at a 3:1 ratio (meaning, for every $100,000 of Additional Capital Contribution made
by the BR Member for that purpose, the BR Member would be credited with having made $300,000 of Additional Capital
Contributions and the 10% Additional Contribution Priority Return will be calculated on such $300,000 figure).


 


8.5           Withdrawal
of Members’ Contributions to Capital. A Member, irrespective of the nature of such Member’s Capital Contribution,
has only the right to demand and receive cash in return for such Capital Contribution.


 


8.6           Maintenance
of Capital Accounts. The Company shall establish and maintain a separate Capital Account for each Member. Each Member’s
Capital Account shall be increased by (i) the amount of any money contributed by the Member to the Company, (ii) the fair market
value of any property (other than money) contributed by the Member to the Company, as determined by the Members by arm’s
length agreement at the time of contribution (net of liabilities assumed by the Company or subject to which the Company takes such
property within the meaning Section 752 of the Code), and (iii) the Member’s allocations of Profits and of any separately
allocated items of income or gain (including any gain or income allocated to the Member to reflect the difference between the Gross
Asset Value and tax basis of assets contributed by such Member). Each Member’s Capital Account shall be decreased by (x)
the amount of any money distributed to the Member by the Company (excluding payments received by a Member from the Company as repayment
of a loan by the Company to the Member), (y) the fair market value of any property (other than money) distributed to the Member,
as determined by the Members by arm’s length agreement at the time of distribution (net of liabilities of the Company assumed
by the Member or subject to which the Member takes such property within the meaning of Section 752 of the Code), and (z) the Member’s
allocation of Losses and of any separately allocated items of deduction or loss (including any loss or deduction allocated to the
Member to reflect the difference between the Gross Asset Value and tax basis of assets contributed by the Member).


 


ARTICLE 9.


DISTRIBUTIONS


 


9.1           Distributions.
Distributions of Net Cash Flow and Capital Proceeds shall be distributed and applied by the Managers in the following order and
priority:


 



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(a)          First,
to Members to repay unreturned Disproportionate Contributions and the unpaid Disproportionate Contribution Priority Return
thereon, in inverse order of funding of the Disproportionate Contributions (i.e. the last funded unpaid
Disproportionate Contribution and all Disproportionate Contribution Priority Return thereon shall be paid in full before any
earlier Disproportionate Contribution or Disproportionate Contribution Priority Return thereon);


 


(b)          Next,
to Members, pari passu, in accordance with their accrued but unpaid Additional Contribution Priority Return, if any, until
each Member entitled to an Additional Contribution Priority Return is paid such amount in full;


 


(c)          Next,
to Members, pari passu, in accordance with their unreturned Additional Capital Contributions until their unreturned Additional
Capital Contributions are reduced to zero;


 


(d)          Next,
to the Members, pari passu, in accordance with their unreturned Initial Capital Contributions until such time as the Members
have received an amount equal to an Internal Rate of Return of ten percent (10%);


 


(e)          Next,
to the TCR Member and the Developer an amount equal to the aggregate of all Mandatory Developer Cost Overrun Loans made by the
TCR Member or the Developer under this Agreement or the Development Agreement, all without interest, until all Mandatory Developer
Cost Overrun Loans are repaid in full;


 


(f)          Next,
to each applicable Member an amount equal to the aggregate of all TCR Cost Overrun Loans and BR Cost Overrun Loans made by such
Member, all without interest, pari passu to the Members based on the principal amounts outstanding with respect to TCR Cost
Overrun Loans and BR Cost Overrun Loans for each Member, until all TCR Cost Overrun Loans and BR Cost Overrun Loans are repaid
in full;


 


(g)          Next,
pari passu, 80.0% to the Members (allocated on the basis of their Ownership Percentages) and 20.0% to the TCR Member until
such time as the BR Member has received an Internal Rate of Return of thirteen percent (13%);


 


(h)          Next,
pari passu, 70.0% to the Members (allocated on the basis of their Ownership Percentages) and 30% to the TCR Member until
such time as the BR Member has received an Internal Rate of Return of eighteen percent (18%); and


 


(i)          Thereafter,
pari passu, fifty percent (50%) to the Members (allocated on the basis of their Ownership Percentages) and fifty percent
(50%) to TCR Member.


 


Any distribution under paragraph (a) above
in respect of any Disproportionate Contribution and the Disproportionate Contribution Priority Return thereon shall be allocated,
first, to the Disproportionate Contribution Priority Return until it is paid in full and, then, to the Disproportionate Contribution.


 


9.2           Limitation
Upon Distributions. No distribution shall be made to Members if prohibited by Section 18-607 of the Act.


 



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9.3           Interest
On and Return of Capital Contributions. No Member shall be entitled to interest or other return on its Capital Contribution,
or to return of its Capital Contribution, except as otherwise specifically provided for herein.


 


ARTICLE 10.


ALLOCATIONS OF PROFITS AND LOSSES


 


10.1         Allocation
of Profits and Losses. Profits and Losses for any taxable year of the Company will be allocated to the Members as follows:


 


10.1.1           Allocations
of Profits and Losses for Capital Account Purposes. After giving effect to the special allocations set forth in Sections
10.2 and 10.3, Profits and Losses of the Company for any taxable year shall be allocated among the Capital
Accounts of the Members in such a manner that would cause, to the extent possible, the Capital Accounts of the Members as of
the end of such taxable year, after adjustment for all contributions and distributions during the taxable year, and after
adjustment for the special allocations set forth in Sections 10.2 and 10.3, and after increase for the
Members’ respective shares of Company Minimum Gain and Member Minimum Gain (determined in accordance with Regulations
Section 1.704-2(b)(2) and 1.704-2(i)(2)), to equal the aggregate distributions that the Members would be entitled to receive
pursuant to Section 9.1, in each case determined as if (i) all assets of the Company, including cash, were sold for
their Gross Asset Values (which, for the avoidance of doubt, shall not be “booked up” to fair market value for
this purpose outside of an actual liquidation), (ii) all Company liabilities were satisfied in cash according to their terms
(with each nonrecourse liability limited to the book value of the assets securing such liability) and (iii) the remaining
proceeds were distributed in accordance with Section 9.1. The Managers, based on the advice of the Company’s tax
advisors, shall have the authority to correct or adjust any allocation provision hereunder as they determine to be necessary
or appropriate (and not unfairly discriminatory against any Member) for such allocations, in the aggregate, to be made in the
manner provided in the first sentence of this Section 10.1.


 


10.1.2           Limitations
on Losses for Capital Account Purposes. Losses or items of deduction or loss allocated pursuant to Section 10.1.1 shall
not exceed the maximum amount that can be allocated without causing any Member to have a negative Adjusted Capital Account Balance
at the end of any taxable year. In the event some but not all of the Members would have negative Adjusted Capital Account Balance
as a consequence of an allocation pursuant to Section 10.1.1, the limitation set forth in this Section 10.1.2 shall
be applied on a Member-by-Member basis and Losses or items of deduction or loss not allocable to any Member as a result of such
limitation shall be allocated to the other Members in accordance with the positive Adjusted Capital Account Balances of such Members
so as to allocate the maximum amount of Losses or items of deduction or loss to each Member that is permissible under Section 1.704-1(b)(2)(ii)(d)
of the Regulations.


 


10.2         Special
Allocations. The following special allocations shall be made in the following order:


 



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10.2.1           Minimum
Gain Chargeback. Notwithstanding any other provision of this Article 10, but subject to the exceptions set forth in Regulations
Sections 1.704-2(f)(2), (3), (4) and (5), if there is a net decrease in Company Minimum Gain during any Company taxable year,
each Member shall be specially allocated items of Company income and gain for such taxable year (and, if necessary, subsequent
taxable years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance
with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective
amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance
with Section 1.704-2(f) of the Regulations. This Section 10.2.1 is intended to comply with the minimum gain chargeback requirement
in Section 1.704-2(g) of the Regulations and shall be interpreted consistently therewith.


 


10.2.2           Member
Minimum Gain Chargeback. Notwithstanding any other provision of this Article 10 (except Section 10.2.1), but subject
to the exceptions set forth in Regulations Sections 1.704-2(i)(4), if there is a net decrease in Member Minimum Gain attributable
to a Member Nonrecourse Debt during any Company taxable year, each Member who has a share of the Member Minimum Gain attributable
to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated
items of Company income and gain for such taxable year (and, if necessary, subsequent taxable years) in an amount equal to such
Member’s share of the net decrease in Company Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance
with Regulations Section 1.704-2(i)(5). Allocations pursuant to the previous sentence shall be made in proportion to the respective
amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance
with Section 1.704-2(i)(4) of the Regulations. This Section 10.2.2 is intended to comply with the minimum gain chargeback
requirement in Section 1.704-2(g) of the Regulations and shall be interpreted consistently therewith.


 


10.2.3           Qualified
Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or Distributions described in Regulations
Sections 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of Company income and gain shall be specially allocated to each such Member
in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the deficit Adjusted Capital Account
Balance of such Member created by such adjustments, allocations or distributions as quickly as possible, provided that an allocation
pursuant to this Section 10.2.3 shall be made if and only to the extent that such Member would have a deficit Adjusted Capital
Account Balance after all other allocations provided for in this Article 10 have been tentatively made as if this Section 10.2.3
were not in the Agreement.


 


10.2.4           Gross
Income Allocation. In the event any Member has a negative Adjusted Capital Account Balance at the end of any taxable
year, each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly
as possible, provided that an allocation pursuant to this Section 10.2.4 shall be made if and only to the extent that
such Member would have a negative Adjusted Capital Account Balance after all other allocations provided for in this Article
10 have been tentatively made as if Section 10.2.3 hereof and this Section 10.2.4 were not in the
Agreement.


 



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10.2.5           Nonrecourse
Deductions. Nonrecourse Deductions for any taxable year shall be specially allocated to the Members in accordance with their
respective Ownership Percentages.


 


10.2.6           Member
Nonrecourse Deductions. Any Member Nonrecourse Deductions for any taxable year shall be specially allocated to the Member who
bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable
in accordance with Regulations Section 1.704-2(i).


 


10.2.7           Section
754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b)
or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining
Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment
increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated
to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to Section
1.704-2(g) of the Regulations.


 


10.3         Curative
Allocations.


 


10.3.1           The
allocations set forth in Sections 10.1.2 and 10.2 (the “Regulatory Allocations”) are intended
to comply with certain requirements of the Regulations. It is the intent of the Members that, to the extent possible, all Regulatory
Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income,
gain, loss or deduction pursuant to this Section 10.3. Therefore, notwithstanding any other provision of this Article 10
(other than the Regulatory Allocations), the Managers shall make such offsetting special allocations of Company income, gain, loss
or deduction in whatever manner they determine appropriate so that, after such offsetting allocations are made, each Member’s
Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory
Allocations were not part of the Agreement and all Company items were allocated pursuant to Section 10.1.1.


 


10.3.2           The
Managers shall have reasonable discretion, with respect to each Company taxable year, to (i) apply the provisions of Section
10.3.1 hereof in whatever manner is likely to minimize the economic distortions that might otherwise result from the Regulatory
Allocations, and (ii) divide all allocations pursuant to Section 10.3.1 hereof among the Members in a manner that is likely
to minimize such economic distortions.


 






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10.4         Tax
Allocations.


 


10.4.1           Except
as set forth in this Section 10.4, allocations for income tax purposes of items of income, gain, loss, deduction, and credits,
and basis therefor, shall be made in the same manner as such items are allocated in computing Capital Accounts as set forth in
Sections 10.1, 10.2 and 10.3 hereof. In applying this Section 10.4, each item of income, gain, loss,
deduction, and credits for a taxable year not specially allocated shall be allocated in the same proportions as the allocation
of Profits and Losses for such taxable year.


 


10.4.2           In
the event of a contribution of property other than cash to the Company, income, gain, loss, deduction, and credits with respect
to such contributed property shall be shared among the Members solely for tax purposes so as to take account of the variation between
the basis of the property to the Company and its initial Gross Asset Value at the time of contribution in accordance with Code
Section 704(c) and the Regulations thereunder.


 


10.4.3           In
the event the book value of any Company asset is adjusted to equal its fair market value in accordance with Regulations Sections
1.704-1(b)(2)(iv)(d) and 1.704-1(b)(2)(iv)(f), subsequent allocations of income, gain, loss and deduction with respect to such
asset shall take into account any variation between the adjusted basis of such asset for federal income tax purposes and its fair
market value pursuant to Code Section 704(c) and the Regulations thereunder, using such allocation method permitted thereunder
as selected by the Members.


 


10.4.4           To
the extent of any recapture income resulting from the sale or other taxable disposition of assets of the Company, the amount of
any gain from such disposition allocated to a Member (or a successor in interest) for federal income tax purposes pursuant to the
above provisions shall be deemed to be recapture income to the extent that such Member has been allocated or has claimed any deduction
directly or indirectly giving rise to the treatment of such gain as recapture income.


 


10.4.5           The
items of income, gain, deduction and loss for tax purposes allocated to the Members pursuant to this Section 10.4 shall
not be reflected in the Members’ Capital Accounts. Any elections or other decisions relating to such allocations shall be
made by the Managers in any manner that reasonably reflects the purpose and intent of this Agreement and is consistent with the
economic arrangement among the Members.


 


10.4.6           Pursuant
to Treasury Regulations Section 1.752-3(a)(3), the Members hereby agree to allocate excess nonrecourse liabilities of the Company
in accordance with their respective Ownership Percentages.


 


10.5         Varying
Interest in Company. Allocations to any Member whose Membership Interest changes during a Company taxable year or to any
Member who is a Member for less than a full Company taxable year, whether by reason of the admission of a Member, the
withdrawal of a Member, a non-pro rata contribution of capital to the Company or any other event described in Section
706(d)(1) of the Code and the Regulations issued thereunder, shall be made in accordance with Section 706(d) of the Code and
the Regulations promulgated thereunder to take into account the varying interests of the Members in the Company during the
Company taxable year.


 



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10.6         Tax
Matters Partner. The TCR Member shall act as the “tax matters partner” for the Company, as that term is defined
in Section 6231(a)(7) of the Code. This designation is effective only for the purpose of activities performed pursuant to the Code
and corresponding provisions of applicable state law. The TCR Member, as tax matters partner, shall not take any action that may
be taken by a tax matters partner under Code Sections 6221 through 6234 unless the TCR Member has received the approval of the
Members as to such action. The TCR Member, as tax matters partner, shall not bind any Member to a settlement agreement without
first obtaining the approval of the Member. The TCR Member, as tax matters partner, shall promptly mail to each Member a copy of
any notice received by the TCR Member from the Internal Revenue Service in any administrative proceeding at the Company level relating
to the determination of any Company item of income, gain, loss, expense, deduction or credit. The TCR Member, as tax matters partner,
shall take such action as may be necessary to cause each Member to become a “notice partner” within the meaning of
Section 6231(a)(8) of the Code. The TCR Member, as tax matters partner, shall promptly (and in any event within five (5) days)
forward to each Member copies of all significant written communications it may receive or send in such capacity. The provisions
of this Section 10.6 shall also apply, mutatis mutandis, in connection with state and local income tax matters. The provisions
of this Section 10.6 shall survive any liquidation or dissolution of the Company.


 


ARTICLE 11.


BOOKS AND RECORDS


 


11.1         Accounting
Period. The Company’s accounting period shall be the calendar year.


 


11.2         Records.
Proper and complete records and books of accounts shall be kept or shall be caused to be kept by the Managers in which shall be
entered fully and accurately all transactions and other matters relating to the Company’s business in such detail and completeness
as is customary and usual for businesses of the type engaged in by the Company. The Company shall keep at its principal place of
business the following records:


 


(a)          A
current list of the full name and last known address of each Member, Economic Interest Owner and Manager;


 


(b)          Copies
of records to enable a Member to determine the relative voting rights, if any, of the Members;


 


(c)          A
copy of the Certificate of Formation of the Company and all amendments thereto;


 


(d)          Copies
of the Company’s federal, state and local income tax returns for the three most recent Fiscal Years;


 



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(e)          Copies
of this Agreement, together with any amendments hereto;


 


(f)          Copies
of any financial statements of the Company for the three (3) most recent Fiscal Years.


 


The Company’s books and records shall
be open to the reasonable inspection and examination of the Members or their duly authorized representatives during reasonable
business hours.


 


11.3         Reports
and Financial Statements.


 


11.3.1           Within
twenty (20) days of the end of each Fiscal Year, the TCR Member shall cause each Member to be furnished with the following annual
reports computed as of the last date of the Fiscal Year: (i) an unaudited balance sheet of the Company; (ii) an unaudited income
statement of the Company; and (iii) a statement of the Members’ Capital Accounts and changes therein in such Fiscal Year.


 


11.3.2           The
TCR Member shall cooperate with any REIT Member, at the expense of the Company, to provide the REIT Member such information as
is necessary for the REIT Member (or any of its direct or indirect owners) to determine its qualification as a REIT and its compliance
with REIT Requirements. The TCR Member shall, at the request of any Member, at the expense of the Company, 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 any public reporting, attestation, certification and other requirements under the Securities Exchange Act of 1934, as amended,
applicable to such Member or Affiliate, including for purposes of testing internal controls and procedures of the Company.


 


11.4          Tax Returns.
The TCR Member shall cause the preparation and timely filing (taking into account allowed extensions) of all tax returns required
to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in
which the Company does business. The TCR Members shall submit such returns to the Members for their review, comment and approval
at least ten (10) days prior to filing. The TCR Member shall deliver or cause to be delivered to each Member by January 31 a copy
of the tax returns for the Company for the preceding year, together with such information with respect to the Company as shall
be necessary for the preparation by such Member of its U.S. federal and state income tax returns.


 






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ARTICLE 12.


TRANSFERABILITY


 


12.1         General
Prohibition. Except as provided in Sections 12.2, and 12.6 hereof, in which event no consent from any
party shall be required to effectuate the transfer(s) described therein, (i) no Member or Economic Interest Owner may assign,
convey, sell, transfer, liquidate, encumber, or in any way alienate (collectively a “Transfer”), all or any part
of its Membership Interest or Economic Interest without the prior written consent of the Members, which consent may be given
or withheld in the sole discretion of any Member, and (ii) no Member or Economic Interest Owner may allow a Transfer of any
direct or indirect equity interest in the Member or Economic Interest Owner without the prior written consent of the Members,
which consent may be given or withheld in the sole discretion of any Member; provided, however, that nothing contained herein
shall prohibit:


 


(a)          any
Transfers of direct or indirect equity interests in the TCR Member so long as such Transfers do not result in a TCR Change of Control;


 


(b)          any
Transfers of direct or indirect equity interests in BR REIT; and


 


(c)          any
Transfers of direct or indirect equity interests in the BR Member so long as after the Transfer the BR Member continues to be controlled,
directly or indirectly, by Bluerock Real Estate, L.L.C. and/or BR REIT.


 


Any attempted Transfer of all or any portion
of any Membership Interest or Economic Interest without the necessary consent, or as otherwise permitted hereunder, shall be null
and void and shall have no effect whatsoever. Upon the transfer of a Membership Interest or Economic Interest in accordance with
this Article 12, the Ownership Percentages of the transferring Member or Economic Interest Owner and of the transferee shall be
adjusted accordingly. Notwithstanding anything contained herein to the contrary, no Transfer of any Membership Interest or Economic
Interest, or any direct or indirect equity interest in a Member or Economic Interest Owner, shall be permitted that would violate
the terms of any loan documents for the Loan or any other loan to the Company.


 


12.2         Affiliate
Transfers. Notwithstanding anything to the contrary contained in this Agreement (except the last sentence of Section 12.1),
the following Transfers shall not require the approval set forth in Section 12.1:


 


(a)          Any
Transfer by BR Member or a Bluerock Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate
of Bluerock Real Estate, L.L.C., including but not limited to any of the following so long as it continues to be an Affiliate of
Bluerock Real Estate, L.L.C.: (i) BR REIT or any Person that is directly or indirectly owned by BR REIT; (ii) Bluerock Special
Opportunity + Income Fund, LLC or any Person that is directly or indirectly owned by Bluerock Special Opportunity + Income Fund,
LLC; (iii) Bluerock Special Opportunity + Income Fund II, LLC or any Person that is directly or indirectly owned by Bluerock Special
Opportunity + Income Fund II, LLC, (iv) Bluerock Special Opportunity + Income Fund III, LLC or any Person that is directly or indirectly
owned by Bluerock Special Opportunity + Income Fund III, LLC, (v) Bluerock Growth Fund, LLC or any Person that is directly or indirectly
owned by Bluerock Growth Fund, LLC and/or (vi) Bluerock Growth Fund II, LLC or any Person that is directly or indirectly owned
by Bluerock Growth Fund II, LLC (collectively, a “Bluerock Transferee”); provided, that, following the date
the BR REIT first acquires a direct or indirect interest in the Company or the Project, in all instances, BR REIT shall either
retain, direct or indirectly, more than fifty percent (50%) of the ownership interest in the BR Member or otherwise retain the
power to control, directly or indirectly, the major activities of the BR Member such that BR REIT can consolidate the BR Member
on its audited financial statements; and


 



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(b)          Any
Transfer by TCR Member or a TCR Transferee of up to one hundred percent (100%) of its Membership Interest to any Affiliate of the
TCR Member (a “TCR Transferee”).


 


12.3         Conditions
of Transfer and Assignment. A transferee of a Membership Interest pursuant to Section 12.1 or 12.2 shall become
a Member only if the following conditions have been satisfied:


 


(a)          the
transferor, his legal representative or authorized agent must have executed a written instrument of transfer of such Membership
Interest in form and substance satisfactory to the Managers;


 


(b)          the
transferee must have executed a written agreement, in form and substance satisfactory to the Managers, assuming all of the duties
and obligations of the transferor under this Limited Liability Company Agreement with respect to the transferred Membership Interest
and agreeing to be bound by and subject to all of the terms and conditions of this Limited Liability Company Agreement applicable
to it as holder of the transferred Membership Interest;


 


(c)          the
transferor, his legal representative or authorized agent, and the transferee must have executed a written agreement, in form and
substance satisfactory to the Managers, to indemnify and hold the Company, the Managers and the Members (other than the transferor),
and the Indemnitees of the Managers and the Members (other than the transferor) harmless from and against any loss or liability
arising out of the transfer;


 


(d)          the
transferee must have executed such other documents and instruments as the Managers may deem necessary to effect the admission of
the transferee as a Member; and


 


(e)          unless
waived by the Managers, the transferee or the transferor must have paid the expenses incurred by the Company and the Managers and
the Members (other than the transferor) in connection with the admission of the transferee to the Company.


 


12.4         Transfers
of Economic Interest Only. A permitted transferee of an Economic Interest who does not become a Member shall be an Economic
Interest Owner only and shall be entitled only to the transferor’s Economic Interest to the extent assigned. Such transferee
shall not be entitled to vote on any question regarding the Company, and the Ownership Percentage associated with the transferred
Economic Interest shall not be considered to be outstanding for voting purposes.


 


12.5         Successors
as to Economic Rights. References in this Limited Liability Company Agreement to Members and Membership Interests shall
also be deemed to constitute a reference to Economic Interest Owners and Economic Interests where the provision relates to
economic rights, obligations of a holder of an interest in the Company or restrictions on Transfer of an interest in the
Company. By way of illustration and not limitation, such provisions would include those regarding Capital Accounts,
distributions, allocations for tax purposes, and contribution obligations. By way of illustration and not limitation, such
provisions would not include any right to vote on, consent to or otherwise participate in any decision of the Members or
Managers. A transferee shall succeed to the transferor’s Capital Contributions and Capital Account to the extent
related to the Economic Interest transferred, regardless of whether such transferee becomes a Member.


 



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12.6         Buy/Sell.


 


12.6.1           Either
Member may exercise its right to initiate the provisions of this buy/sell provision (the “Buy/Sell”) at any time after
the earlier of (i) five years from the date of this Agreement or (ii) the second anniversary of the date of Substantial Completion
if either:


 


(a)          the
Members are unable to agree unanimously on any Major Decision and such failure to agree has continued for thirty (30) days
after written notice from one Member to the other Member indicating an intention to exercise rights under the Buy/Sell; or 


 


(b)          
the Offeror (as defined below) desires to liquidate its investment in the Company.


 


The Member wishing to exercise its rights
pursuant to the Buy/Sell (the “Offeror”) shall do so by giving notice to the other Member (the “Offeree”)
setting forth a statement invoking its rights under the Buy/Sell, stating therein the aggregate dollar amount (the “Valuation
Amount”) that the Offeror would be willing to pay for the Property and the Project (i.e., the assets of the
Company other than cash and cash equivalents and accounts receivable), free and clear of all liabilities.


 


12.6.2           The
Member wishing to exercise its rights pursuant to the Buy/Sell (the “Offeror”) shall do so by giving notice to the
other Member (the “Offeree”) setting forth a statement invoking its rights under the Buy/Sell, stating therein the
aggregate dollar amount (the “Valuation Amount”) that the Offeror would be willing to pay for the Property and
the Project (i.e., the assets of the Company other than cash and cash equivalents and accounts receivable), free and clear
of all liabilities.


 


12.6.3           After
receipt of such notice, the Offeree shall elect to either (i) sell its entire Membership Interest in the Company 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
(other than cash and cash equivalents and accounts receivable) for the Valuation Amount on the Buy/Sell Closing Date and the
Company had immediately paid all Company liabilities (which expressly shall not include any loan defeasance, yield
maintenance and/or pre-payment costs) and distributed the net proceeds of sale, along with the cash and cash equivalents and
accounts receivable held by the Company as of the Buy/Sell Closing Date, to the Members in satisfaction of their interests in
the Company, or (ii) purchase the entire Membership Interest of the Offeror in the Company for an amount equal to the amount
the Offeror would have been entitled to receive if the Company had sold all of its assets (other than cash and cash
equivalents and accounts receivable) for the Valuation Amount on the Buy/Sell Closing Date and the Company had immediately
paid all Company liabilities (which expressly shall not include any loan defeasance, yield maintenance and/or pre-payment
costs) and distributed the net proceeds of the sale, along with the cash and cash equivalents and accounts receivable held by
the Company as of the Buy/Sell Closing Date, to the Members in satisfaction of their Membership Interest. The Offeree shall
have sixty (60) 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 within such time period to acquire the Offeror’s
Membership Interest, the Offeree shall be deemed to have elected to sell its Membership Interest to the Offeror as provided
in clause (i) above.


 



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12.6.4           Within
five (5) business days after an election has been made or deemed made, the acquiring Member shall deposit with a mutually acceptable
third-party escrow agent a non-refundable earnest money deposit in the amount of one percent (1%) of the Valuation Amount, which
amount shall be applied to the purchase price at the closing of the Buy/Sell. 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
who has a right under its loan documents to consent to such transfer to so consent, the selling Member may exercise one of the
following remedies (which shall constitute the sole and exclusive remedy available to the selling Member and the Company because
of a default by the acquiring Member):


 


(a)          the
selling Member may require that the earnest money deposit be distributed from escrow to the selling Member, free of all claims
of the acquiring Member, as liquidated damages;


 


(b)          the
selling Member may, by delivering to the acquiring Member written notice thereof within fifteen (15) days after the original Buy/Sell
Closing Date, elect to buy the acquiring Member’s entire Membership 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 (other than cash and cash equivalents and
accounts receivable) for the Valuation Amount and the Company had immediately paid all Company liabilities (which expressly shall
not include any loan defeasance, yield maintenance and/or pre-payment costs) and distributed the net proceeds of the sale, along
with the cash and cash equivalents and accounts receivable held by the Company as of the Buy/Sell Closing Date, to the Members
in satisfaction of their Membership Interest, in which case, the Buy/Sell Closing Date therefor shall be the date specified in
the selling Member’s notice not later than sixty (60) days after the original Buy/Sell Closing Date; or


 


(c)          if
the selling Member was the Offeror, the selling Member may proceed to cause the Company to sell the Project, without the
need for obtaining any consent or approval of the Members, the Managers or the Management Committee, so long as (A) the sale
price for the Project is equal to or greater than the Valuation Amount, (B) the sale of the Project is closed not later than
one hundred eighty (180) days after the original Buy/Sell Closing Date and (C) on closing of the Project sale, the selling
Member obtains releases of any Loan Guaranty or any other guaranty or indemnity agreement for a loan to the Company as
contemplated by Section 12.6.7 as if the other Member were transferring its Membership Interest at such closing. If
the selling Member proceeds with a sale of the Project, the selling Member shall keep the other Member apprised of the
progress of the sale efforts and shall give the other Member notice of the closing for the Project sale at least ten (10)
days in advance.


 



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In addition to the foregoing remedies,
if the acquiring Member should fail to consummate the Buy/Sell transaction for any reason other than a default by the selling Member
or a refusal by any lender of the Company who has a right under its loan documents to consent to the transfer of the Membership
Interest to so consent, the non-refundable earnest money deposit for any future election by the acquiring Member to buy the selling
Member’s Membership Interest under the Buy/Sell shall be twenty percent (20%) of the Valuation Amount in connection with
such future election.


 


12.6.5           Subject
to Section 12.6.4, the “Buy/Sell Closing Date” of an acquisition shall be a date set by the acquiring
Member not later than ninety (90) days after an election has been made or deemed made pursuant to Section 12.6.3. The acquiring
Member shall give the selling Member notice of the date selected as the Buy/Sell Closing Date at least ten (10) days in advance
of such Buy/Sell Closing Date. At such closing, the following shall occur:


 


(a)          The
selling Member shall assign to the acquiring Member or its designee the selling Member’s Membership Interest in the Company
and shall execute and deliver to the acquiring Member all documents which may be reasonably required to give effect to the disposition
and acquisition of such Membership Interest, in each case free and clear of all liens, claims, and encumbrances (other than the
liens, claims, and encumbrances created by this Agreement and liens, claims, and encumbrances securing debts or obligations of
the Company), with covenants of general warranty;


 


(b)          The
acquiring Member shall pay to the selling Member the consideration for the selling Member’s Membership Interest in the Company
in cash. The purchase price for the selling Member’s Membership Interest will be adjusted to reflect accrued, liquidated
liabilities (including prorations for unpaid property taxes) that are not otherwise taken into account in determining the purchase
price;


 


(c)          The
acquiring Member shall agree to indemnify, defend and hold harmless the selling Member and each of its Indemnitees against any
claim, suit, action or other proceeding and all related loss, damages, judgments, settlements, obligations, liabilities, debts,
damages and costs and expenses (including fees and disbursements of attorneys and other professionals and court costs) incurred
by any of them on account of liabilities or obligations of the Company; and


 


(d)          Upon
transfer of its Membership Interest, the selling Member will be released from all obligations to the Company, the Managers and
the Members under this Agreement to the extent performable after the date of the transfer.


 



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Each Member will be responsible for
all legal, accounting and similar fees incurred by it in connection with the transfer of a Membership Interest through the
Buy/Sell. All transfer taxes (whether imposed on a Member or the Company) and recording fees actually due in connection with
any transfer of a Membership Interest through the Buy/Sell will be paid by the Company and taken into account as a Company
liability in determining the purchase price for the transferred Membership Interest.


 


12.6.6           It
is expressly agreed that the remedy at law for breach of the obligations of the Members under this Agreement related to the
Buy/Sell 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.


 


12.6.7           Notwithstanding
anything to the contrary set forth herein, in the event that BR Member is the acquiring Member and, as of the Buy/Sell Date, the
TCR Member, any of the TCR Guarantors and/or any Affiliate of the TCR Member is a guarantor under any Loan Guaranty or any other
guaranty or indemnity agreement for a loan to the Company, then as a condition precedent to the Buy/Sell closing, the BR Member
shall procure a release of the TCR Member, such TCR Guarantors and each such Affiliate, as applicable, under the Loan Guaranty
or other guaranty or indemnity agreement in form and substance reasonably acceptable to such party, or the BR Member shall obtain
at its sole cost and expense a waiver from the TCR Member, such TCR Guarantors and each such Affiliate of this obligation, which
may be given or withheld in such parties’ sole and absolute discretion. Notwithstanding anything to the contrary set forth
herein, in the event that TCR Member is the acquiring Member and, as of the Buy/Sell Date, the BR Member and/or any Affiliate of
the BR Member is a guarantor under any Loan Guaranty or any other guaranty or indemnity agreement for a loan to the Company, then
as a condition precedent to the Buy/Sell closing, the TCR Member shall procure a release of the BR Member and each such Affiliate,
as applicable, under the Loan Guaranty or other guaranty or indemnity agreement in form and substance reasonably acceptable to
such party, or the TCR Member shall obtain at its sole cost and expense a waiver from the BR Member and each such Affiliate of
this obligation, which may be given or withheld in such parties’ sole and absolute discretion.


 


12.6.8           Simultaneously
with the purchase of a Membership Interest through the Buy/Sell, the acquiring Member must purchase all loans and advances
made to the Company by the selling Member or any of its Affiliates for the amount that would be received by the selling
Member or the Affiliate in repayment of those loans and advances assuming that the Company had sold its assets (other than
cash and cash equivalents and accounts receivable) for the Valuation Amount on the Buy/Sell Closing Date and the Company had
immediately paid all Company liabilities (which expressly shall not include any loan defeasance, yield maintenance and/or
pre-payment costs) and distributed the net proceeds of sale, along with the cash and cash equivalents and accounts receivable
held by the Company as of the Buy/Sell Closing Date, to the Members in satisfaction of their interests in the Company. For
such purpose, (i) it shall be assumed that all transfer taxes (whether imposed on a Member or the Company) and recording fees
actually due in connection with any transfer of a Membership Interest through the Buy/Sell are paid by the Company and taken
into account as a Company liability in determining the amount available for repayment of such loans and advances and (ii)
accrued, liquidated liabilities (including prorations for unpaid property taxes) that are not otherwise taken into account
taken will be treated as Company liabilities in determining the amount available for repayment of such loans and
advances.


 



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ARTICLE 13.


ISSUANCE OF ADDITIONAL MEMBERSHIP
INTERESTS


 


Except as otherwise
provided for herein, any Person approved by all of the Members may become a Member in the Company by the issuance by the Company
of Membership Interests for such consideration as all of the Members shall determine. No new Members shall be entitled to any retroactive
allocation of losses, income or expense deductions incurred by the Company. The Managers may, upon the approval of all the existing
Members, at the time a Member is admitted, close the Company books (as though the Company’s taxable year had ended) or make
pro rata allocations of loss, income and expense deductions to a new Member for that portion of the Company’s taxable year
in which a Member was admitted in accordance with the provisions of Section 706(d) of the Code and the Treasury Regulations promulgated
thereunder.


 


ARTICLE 14.


DISSOLUTION AND TERMINATION


 


14.1         Dissolution.


 


14.1.1 The Company shall
be dissolved upon the occurrence of any of the following events:


 


(a)          the
unanimous written agreement of all Members;


 


(b)          the
Company no longer has an interest in the Project or in any proceeds (other than cash) received from the sale or other disposition
of the Project;


 


(c)          the
election of a Member to discontinue pursuit of the Project in accordance with Section 8.1.4 or 8.1.5, unless the
TCR Member elects to continue the Company following acquisition of the Membership Interest of the BR Member as provided in Section
8.1.4; or


 


(d)          a
decree of judicial dissolution under the Act.


 


To the maximum extent permitted under the
Act, the Company shall not dissolve upon an event of dissociation with respect to a Member or other event (except those specifically
enumerated above).


 


14.1.2 If a Member
who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his
property, the Member’s executor, administrator, guardian, conservator, or other legal representative may exercise all
of the Member’s rights for the purpose of settling his estate or administering his property, but such person shall be a
holder of an Economic Interest and shall not have the rights of a Member, unless admitted in accordance with Section
12.3. Further, such Person shall be subject to the provisions of Section 12.5.


 



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14.2         Effect
of Dissolution. Upon dissolution, the Company shall cease to carry on any business, except as permitted by Section 18-803 of
the Act.


 


14.3         Winding
Up, Liquidation and Distribution of Assets.


 


14.3.1           Upon
dissolution, the Managers or, if none, the Person or Persons selected by the Members (the “Liquidators”) shall
immediately proceed to wind up the affairs of the Company.


 


14.3.2           If
the Company is dissolved and its affairs are to be wound up, the Liquidators shall:


 


(a)               
Sell or otherwise liquidate all of the Company’s assets as promptly as practicable;


 


(b)               Allocate
any items of income, gain, loss, deduction, and credits resulting from such sales to the Members and Economic Interest Owners in
accordance with Article 10 hereof;


 


(c)               Discharge
all liabilities of the Company, including liabilities to Members and Economic Interest Owners who are creditors, other than liabilities
to Members and Economic Interest Owners for distributions, and establish such Reserves as may be reasonably necessary to provide
for contingent or unliquidated liabilities of the Company; and


 


(d)           
   Distribute the remaining proceeds to the Members in accordance with Section 9.1.


 


14.3.3           In
the final taxable year of the Company, before making the final distributions provided for in Section 14.3.2(d),
Profits and Losses shall be credited or charged to Capital Accounts of the Members (which Capital Accounts shall be first
adjusted to take into account all distributions other than liquidating distributions made during the taxable year) in the
manner provided in Article 10. The allocations and distributions provided for in this Agreement are intended to result in the
Capital Account of each Member immediately prior to the liquidation distributions of the Company’s assets pursuant to Section
14.3.2(d) being equal to the amount distributable to such Member pursuant to Section 14.3.2(d). The Managers are
authorized to make appropriate adjustments in the allocation of Profits and Losses and, if necessary, items of gross income
and gross deductions of the Company, for the taxable year of liquidation of the Company (and, if earlier, the taxable year in
which all or substantially all of the Company’s assets are sold, transferred or disposed of) as necessary to cause the
amount of each Member’s Capital Account immediately prior to the distribution of the Company’s assets pursuant to Section
14.3.2(d) to equal the amount distributable to such Member pursuant to Section 14.3.2(d). Notwithstanding the
foregoing, nothing in this Section 14.3.2 shall affect the amounts distributable to the Members under Section 14.3.2(d).


 



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14.3.4           Notwithstanding
anything to the contrary in this Limited Liability Company Agreement, if at any time (including upon liquidation of the Membership
Interest or Economic Interest of a Member or Economic Interest Holder, or the winding up of the Company, or a liquidation within
the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations), if any Member has a deficit Capital Account (after giving
effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including
the taxable year during which such event occurs), such Member shall have no obligation to make any Capital Contribution, and the
negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company, any
other Member or any other Person for any purpose whatsoever.


 


14.4         Certificate
of Cancellation. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been
made therefor and all of the remaining property and assets have been distributed to the Members, a Certificate of Cancellation
may be executed and filed with the Secretary of State of Delaware in accordance with Section 18-203 of the Act.


 


14.5         Return
of Contribution Nonrecourse to Other Members. Except as expressly provided in this Limited Liability Company Agreement, upon
dissolution, each Member shall look solely to the assets of the Company for the return of its Capital Contribution. If the Company
property remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return the Capital
Contributions of one or more Members, such Member or Members shall have no recourse against any other Member, the Managers or the
members of the Management Committee, unless otherwise expressly provided in this Limited Liability Company Agreement.


 


ARTICLE 15.


INDEMNIFICATION


 


15.1         Indemnification
by Company. The Managers, the Members and the members of the Management Committee, as well as each Person who holds a
direct or indirect ownership interest in a Manager or a Member and the respective officers, directors, trustees, managers,
agents and employees of any Manager or Member or any Person who holds a direct or indirect ownership interest in a Manager or
a Member and the respective successors (other than by assignment) of any other Indemnitee (each, an
“Indemnitee”) shall be indemnified and defended by the Company, to the fullest extent permitted by law,
against any and all claims and demands by third-parties arising out of or related to the Company or its business or affairs,
or any act, omission or failure to act by any of them in connection with the business or affairs of the Company and related
actions, lawsuits and other proceedings, judgments, awards, settlements, obligations, liabilities, debts, damages and costs
and expenses (including fees and disbursements of attorneys and other professionals and court costs); provided, however, that
(i) such matter was not the result of fraud, willful misconduct, material breach of this Agreement or gross negligence on the
part of such Indemnitee or another Indemnitee affiliated with it and, in the case of any act, omission or failure to act by
an Indemnitee, the course of conduct was within the authority allowed to it by this Agreement and (ii) such Indemnitee or
another Indemnitee affiliated with it is not separately obligated to the Company, without right of reimbursement, for such
amount under another provision of this Agreement or another written agreement. Any such indemnification will only be
recoverable from the assets of the Company and the Members shall not have any liability on account thereof; provided,
however, that this provision does not preclude any Member or Manager from requesting Capital Contributions to fund such
indemnification in accordance with Article 8.


 



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15.2         Indemnification
by Members for Misconduct.


 


15.2.1           TCR
Member hereby indemnifies, defends and holds harmless the Company, BR Member, each Bluerock Transferee and each Indemnitee of BR
Member or a BR Transferee from and against (i) all losses, costs, expenses, damages, claims and liabilities (including reasonable
attorneys’ fees) incurred under any Loan Guaranty or any other guaranty or indemnity agreement for a loan to the Company
to the extent arising out of any fraud, gross negligence or willful misconduct on the part of, or by, TCR Member or its Affiliates
and (ii) any claim, suit, action or other proceeding, loss, damages, judgments, settlements, obligations, liabilities, debts, damages
and costs and expenses (including fees and disbursements of attorneys and other professionals and court costs) to the extent resulting
from the fraud, willful misconduct or gross negligence on the part of the TCR Member in connection with the Company or its business
or affairs or any course of conduct not within the authority allowed to TCR Member by this Agreement.


 


15.2.2           BR
Member hereby indemnifies, defends and holds harmless the Company, TCR Member, each TCR Transferee and each Indemnitee of TCR Member
or a TCR Transferee from and against (i) all losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys’
fees) incurred under any Loan Guaranty or any other guaranty or indemnity agreement for a loan to the Company to the extent arising
out of any fraud, gross negligence or willful misconduct on the part of, or by, BR Member or its Affiliates and (ii) any claim,
suit, action or other proceeding, loss, damages, judgments, settlements, obligations, liabilities, debts, damages and costs and
expenses (including fees and disbursements of attorneys and other professionals and court costs) to the extent resulting from the
fraud, willful misconduct or gross negligence on the part of the BR Member in connection with the Company or its business or affairs
or any course of conduct not within the authority allowed to BR Member by this Agreement.


 


ARTICLE 16.


MISCELLANEOUS PROVISIONS


 


16.1         Application
of Delaware Law. This Limited Liability Company Agreement, and the application and interpretation thereof, shall be governed
exclusively by the laws of the State of Delaware, including the Act.


 



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16.2         No
Action for Partition. No Member or Economic Interest Owner has any right to maintain any action for partition with respect
to the property of the Company.


 


16.3         Construction.
Whenever the singular number is used in this Limited Liability Company Agreement and when required by the context, the same shall
include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.


 


16.4         Headings.
The headings in this Limited Liability Company Agreement are inserted for convenience only and are in no way intended to describe,
interpret, define, or limit the scope, extent or intent of this Limited Liability Company Agreement or any provision hereof.


 


16.5         Waivers.
The failure of any party to seek redress for violation of or to insist upon the strict performance of any covenant or condition
of this Limited Liability Company Agreement shall not prevent a subsequent act, which would have originally constituted a violation,
from having the effect of an original violation.


 


16.6         Rights
and Remedies Cumulative. Unless otherwise specifically limited by another provision of this Limited Liability Company Agreement,
the rights and remedies provided by this Limited Liability Company Agreement are cumulative and the use of any one right or remedy
by any party shall not preclude or waive the right not to use any or all other remedies. Such rights and remedies are given in
addition to any other rights the parties may have by law, statute, ordinance or otherwise, except as otherwise specifically limited
by this Limited Liability Company Agreement.


 


16.7         Severability.
If any provision of this Limited Liability Company Agreement or the application thereof to any person or circumstance shall be
invalid, illegal or unenforceable to any extent, the remainder of this Limited Liability Company Agreement and the application
thereof under other circumstances shall not be affected and shall be enforceable to the fullest extent permitted by law.


 


16.8         Successors
and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure
to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective legal representatives, successors
and assigns.


 


16.9         Beneficiaries
of Agreement. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company,
a Member or a Manager or by any Person not a party hereto. No creditor of a Member, a Manager or the Company may require a contribution
to the capital of the Company to be solicited or a distribution to be made by the Company, nor may any creditor of a Member, a
Manager or the Company enforce the obligation of a Member or a Manager under this Agreement, including any obligation of a Member
to make a contribution to the capital of the Company. A person extending credit to the Company may never claim that it did so in
reliance on an obligation to contribute capital to the Company within the meaning of Section 18-502(b) of the Act.


 



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


 


16.11         Federal
Income Tax Elections. All elections required or permitted to be made by the Company under the Code shall be made by the Members.


 


16.12         Certification
of Non-Foreign Status. In order to comply with Section 1445 of the Code and the applicable Treasury Regulations
thereunder, in the event of the disposition by a Member or the Company of a United States real property interest as defined
in the Code and Treasury Regulations, each Member shall provide to the Company an affidavit stating, under penalties of
perjury, (i) the Member’s address, (ii) the Member’s United States taxpayer identification number, (iii) that the
Member is not a foreign person as that term is defined in the Code and Treasury Regulations and (iv) if the Member is a
disregarded entity as defined in Section 1.1445-2(b)(2)(iii) of the Regulations, the identity of the Person considered the
owner of its property for United States income tax purposes and the same information required of the Member as to such
Person. Failure by any Member to provide such affidavit by the date of such disposition shall authorize the Managers to
withhold ten percent (10%) of such Member’s distributive share of the amount realized by the Company or the Member, as
applicable, on the disposition.


 


16.13         Notices.
Any and all notices, offers, demands or elections required or permitted to be made under this Agreement (“Notices”)
shall be in writing and shall be delivered either by personally delivering it by hand or Federal Express or similar commercial
courier service to the person to whom Notice is directed, or by electronic mail sent to the appropriate Person, or by depositing
it with the United States Postal Service, certified mail, return receipt requested, with adequate postage prepaid, addressed to
the appropriate Person (and marked to a particular individual’s attention). Notice shall be deemed given and effective (i)
when hand-delivered if by personal delivery or Federal Express or similar commercial courier service, (ii) as of the date and time
it is transmitted by electronic mail if there is a written or electronic record of the date, time and email address to which the
Notice was sent, or (iii) on the third (3rd) business day (which term means a day when the United States Postal Service, or its
legal successor (“Postal Service”) is making regular deliveries of mail on all of its regularly appointed
week-day rounds in Dover, Delaware) following the day (as evidenced by proof of mailing) upon which such Notice is deposited, postage
pre-paid, certified mail, return receipt requested, with the Postal Service. Rejection or other refusal by the addressee to accept
the Notice shall be deemed to be receipt of the Notice. In addition, the inability to deliver the Notice because of a change of
address of the party to whom the Notice was sent shall be deemed to be the receipt of the Notice sent. The addresses to which Notice
is to be sent shall be those set forth below on Exhibit A or such other address as shall be designated in a Notice sent
by the addressee to the Members and Managers. The Managers shall keep a list of all designated addresses and such list shall be
available to any Member upon request thereof.


 



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16.14         Amendments.
Any amendment to this Agreement shall be made in writing and signed by all Members. If a Manager is not a Member, a Manager will
be bound by an amendment to this Agreement that adversely affects its interests only to the extent the amendment is approved in
writing by the Manager.


 


16.15         Banking.
All funds of the Company shall be deposited in its name in an account or accounts as shall be designated from time to time by the
Managers. All funds of the Company shall be used solely for the business of the Company. All withdrawals from the Company bank
accounts shall be made only upon check signed by the Managers or by such other persons as the Managers may designate from time
to time.


 


16.16         Jurisdiction;
Venue; Waiver of Jury. The parties hereto agree that any suit brought to enforce this Agreement shall be venued only in any
court of competent jurisdiction in the State of New York, Borough of Manhattan and, by execution and delivery of this Agreement,
each of the parties to this Agreement hereby irrevocably accepts and waives all objection to the exclusive jurisdiction of the
aforesaid courts in connection with any suit brought to enforce this Agreement and irrevocably agrees to be bound by any judgment
rendered thereby. Each of the parties hereto hereby agrees that service of process in any such proceeding may be made by giving
notice to such party in the manner and at the place set forth in Section 16.13 herein, but service of process shall be effective
only on actual receipt, any provision of Section 16.13 to the contrary notwithstanding. Each Member irrevocably and unconditionally
waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or
the transactions contemplated hereby


 


16.17         Further
Assurances. The Members each agree to cooperate, and to execute and deliver in a timely fashion any and all additional documents
or instruments necessary to effectuate the purposes of the Company and this Agreement.


 


16.18         Time.
TIME IS OF THE ESSENCE OF THIS AGREEMENT AND TO ANY PAYMENTS, ALLOCATIONS AND DISTRIBUTIONS SPECIFIED UNDER THIS AGREEMENT.


 



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16.19         Investment
Representations and Indemnity Agreement. Each Member represents and warrants to the Company and the Members and Managers
(other than such Member) that it has acquired its Membership Interest for investment solely for its own account and with the
intention of holding such Membership Interest for investment, without any intention of participating directly or indirectly
in any distribution of any portion of such Membership Interest. In addition to the restrictions on transfer set forth above,
each Member understands that Members must bear the economic risk of this investment for an indefinite period of time because
the Membership Interests are not registered under the Securities Act of 1933, as amended (the “1933 Act”)
or the securities laws of any state or other jurisdiction. Each Member has been advised that there is no public market for
the Membership Interests and that the Membership Interests are not being registered under the 1933 Act or the securities laws
of any state or other jurisdiction upon the basis that the transactions involving their sale are exempt from such
registration requirements, and each Member acknowledges that reliance by the Company on such exemption is predicated in part
on the Member’s representations set forth in this Agreement. Each Member acknowledges that no representations of any
kind concerning the Property or the future intent or ability to offer or sell the Membership Interest in a public offering or
otherwise have been made to the Member by the Company or any other Person or entity. The Member understands that the Company
makes no covenant, representation or warranty with respect to the registration of securities under the Securities Exchange
Act of 1934, as amended, or the securities laws of any state or other jurisdiction, or its dissemination to the public of any
current financial or other information concerning the Company. Accordingly, the Member acknowledges that there is no
assurance that there will ever be any public market for the Membership Interest and that the Member may not be able to
publicly offer or sell any thereof. Furthermore, each Member agrees to indemnify and defend the Members and Managers (other
than such Member), the Company and any Indemnitee of the Members and Managers (other than such Member) from any claim, suit,
action or other proceeding and all related loss, damages, judgments, settlements, obligations, liabilities, debts, damages
and costs and expenses (including fees and disbursements of attorneys and other professionals and court costs)
incurred, suffered or sustained by any of them in any manner because of the falsity of any representation contained in this Section
16.19, including, without limitation, liability, for violation of the 1933 Act or other securities laws of the United
States or the securities laws of any state or other jurisdiction which violation would not have occurred had such
representation been true.


 


16.20         No
Partnership Interest for Non-Tax Purposes. The Members have formed the Company under the Act and expressly disavow any intention
to form a partnership under Delaware’s Uniform Partnership Act, Delaware’s Uniform Limited Partnership Act, or the
partnership act or laws of any other state. The Members do not intend to be partners one to another or partners as to any third
party. To the extent any Member or Manager, by word or action, represents to another person that any other Member is a partner
or that the Company is a partnership, the Member or Manger making such wrongful representations shall be liable to any other Member
who incurs personal liability by reason of such wrongful representation.


 


16.21         Entire
Agreement. This Agreement contains the entire understanding among the parties hereto with respect to the subject matter hereof.
This Agreement supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied,
oral or written between such parties as to such subject matter.


 



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16.22         Separateness
Provisions. In order to maintain its status as a separate entity and to avoid any confusion or potential consolidation
with any Affiliate, the Company will observe the following covenants: (i) maintain books and records and bank accounts
separate from those of any other Person; (ii) maintain its assets in such a manner that it is not difficult to segregate or
identify such assets; (iii) comply with all organization formalities necessary to maintain its separate existence; (iv) hold
itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) maintain separate
financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its
assets listed on any financial statement of any other Person, except that the Company’s assets may be included in a
consolidated financial statement of an Affiliate so long as appropriate notation is made on such consolidated financial
statements to indicate the separateness of the Company from such Affiliate; (vi) prepare and file its own tax returns
separate from those of any Person to the extent required by applicable law, and pay any taxes required to be paid by
applicable law; (vii) allocate and charge fairly and reasonably any common employee or overhead shared with Affiliates;
(viii) except for capital contributions, capital distributions or other transaction permitted under the terms and conditions
of this Agreement, not enter into any transaction with any Affiliate, except upon terms and conditions that are commercially
reasonable and substantially similar to those that would be available on an arm’s-length basis with third parties; (ix)
not commingle its assets or funds with those of any other Person; (x) no assume, guarantee or pay the debts or obligations of
any other Person; (xi) correct any known misunderstanding as to its separate identity; (xii) not permit any Affiliate to
guarantee or pay its obligations (other than the TCR Guarantors and direct or indirect owners of the Company); (xiii) not
make loans or advances to any other Person; and (xiv) pay its liabilities and expenses out of and to the extent of its
own funds; provided, however, that none of the foregoing shall require any Member to make additional capital contributions,
loans or other advances to the Company.


 


(Signatures on following page)


 



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IN WITNESS WHEREOF, the parties
have executed his Agreement as of the date first written above.


 


	 	BR T&C BLVD Member, LLC,
	 	a Delaware limited liability company
	 	 
	 	By: 	Bluerock Special Opportunity & Income Fund,
	 	 	LLC, its Manager
	 	 	 
	 	 	By:	Bluerock Real Estate, L.L.C., its Manager
	 	 	 	 
	 	 	 	By:	   
	 	 	 	Name: 	 
	 	 	 	Title:	 
	 	 	 	 	 
	 	HCH 106 Town and County L.P.
	 	 	 	 	 
	 	By:	Maple Multi-Family Development, L.L.C., a
	 	 	Texas limited liability company, its general
	 	 	partner
	 	 	 
	 	 	By:	/s/ Timothy J. Hogan
	 	 	Name:	Timothy J. Hogan
	 	 	Title:	Vice President




 



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IN WITNESS WHEREOF, the parties
have executed his Agreement as of the date first written above.


 


	 	BR T&C BLVD MEMBER, LLC,
	 	a Delaware limited liability company
	 	 	 	 	 
	 	By:  	Bluerock Special Opportunity & Income Fund II, LLC,
	 	 	a Delaware limited liability company, its co-manager
	 	 	 	 	 
	 	 	By:  	BR SOIF II Manager, LLC,
	 	 	 	a Delaware limited liability company, its manager
	 	 	 	 	 
	 	 	 	By: 	/s/ Jordan Ruddy
	 	 	 	 	Jordan Ruddy, Authorized Signatory
	 	 	 	 	 
	 	By:	Bluerock Special Opportunity & Income Fund III, LLC,
	 	 	a Delaware limited liability company, its co-manager
	 	 	 	 	 
	 	 	By: 	BR SOIF III Manager, LLC,
	 	 	 	a Delaware limited liability company, its manager
	 	 	 	 	 
	 	 	 	By: 	/s/ Jordan Ruddy
	 	 	 	 	Jordan Ruddy, Authorized Signatory
	 	 	 	 	 
	 	By:	Bluerock Growth Fund, LLC,
	 	 	a Delaware limited liability company, its co-manager
	 	 	 	 	 
	 	 	 	By: 	/s/ Jordan Ruddy
	 	 	 	 	Jordan Ruddy, Authorized Signatory




 



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List of Exhibits:


 


	Exhibit A	Information Regarding Members and Management Committee
	Exhibit B	Property
	Exhibit C	Total Project Budget
	Exhibit D	Plans
	Exhibit E	Pursuit Costs Budget




 



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List of Exhibits:


 


	Exhibit A	Information Regarding Members and Management Committee
	Exhibit B	Property
	Exhibit C	Total Project Budget 
	Exhibit D	Plans
	Exhibit E	Pursuit Costs Budget


 



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EXHIBIT A


 


INFORMATION REGARDING MEMBERS


 


	Member Name 
 and Address	 	Initial 
 Capital Contribution	 	 	Initial Ownership
 Percentage	 
	 	 	 	 	 	 	 
	BR T&C BLVD Member, LLC 
 712 Fifth Avenue, 9th Floor 
 New
    York, NY 10019	 	$	22,320,000	 	 	 	90	%
	 	 	 	 	 	 	 	 	 
	HCH 106 Town and County L.P. 
 820 Gessner Road, Suite 760
 Houston, TX 77024	 	$	2,480,000	 	 	 	10	%
	 	 	 	 	 	 	 	 	 
	Total	 	$	24,800,000	 	 	 	100	%






 


MANAGEMENT COMMITTEE APPOINTMENTS


 


	TCR Member Appointments:	 	BR Member Appointments:
	 	 	 
	1. Kenneth J. Valach	 	1. Ryan MacDonald
	2. Sean Rae	 	2. Jordan Ruddy




 



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EXHIBIT B


LEGAL DESCRIPTION


 


Being
a tract or parcel, containing 2.3190 acres (101,014 square feet) of land, situated
in the George Bellows Survey, Abstract Number
3, City of Houston, Harris County, Texas,
and consisting of four tracts: 1) all that certain called 25,244
square feet described In deed to TADII Investments, Inc.,
as recorded under Harris County Clerk's File {H.C.C.F.)
Number W388396; 2) all that certain called 1.0148 acres described in deed to Performance Development LP.,
as recorded under Harris County Clerk's File (H.C.C.F.)
Number 20120530439; 3) all that certain called 0.475 acre described in deed to Alvin Wong
Gee, as recorded under H.C.C.F.
Number T207436 ; and
4) being part of and out of Unrestricted


 


Reserve “A”,
Block 1, CITYPOINT, a plat
of subdivision recorded under Film Code Number 653107, Harris County Map Records; also being part of and out of that certain tract
described in deed to Memorial City Redevelopment Authority (herein referred to as the ''MCRA Tract”), as recorded under
H.C.C.F.
Number 20140105540; said 2.3190 acre tract being more particularly described as follows (bearings herein are grid bearings based
on the Texas Coordinate System, South Central Zone Number
4204; NAO 83; distances are
surface distances based on the U.S. Survey Foot and may be converted to grid by multiplying by a combined scale factor of 0.999870017)
:


 


BEGINNING
at the Intersection of the south right-of-way
(R.0.W.) line of Interstate
Highway 10, based on a varying width, with
the west R.O.W. line
of Town and Country Boulevard, based on a 100-foot width
and dedicated to City of Houston (public), under H.C.C.F. Number C703140; also being the northeast comer of that certain called
25,244 square feet described In said deed to TADI Investments, Inc. and
of the herein described tract, from
which a Texas Department of Transportation aluminum disk found for reference bears South 04°33
West, 0.90 feet;


 


THENCE, South
02°42'17”
East, with the west R.O.W. line of said Town and Country
Boulevard, at a d stance of 498.80 feet passing the northeast
corner of the aforesaid Unrestricted Reserve “A” of CITYPOINT, and continuing in all a total distance of 558.74
feet to a 518-lnch iron rod with plastic cap, stamped “TERRA
SURVEYING”, set marking the southeast corner of the
herein described tract;


 


THENCE, South
87°17'43” West, departing said west R.O.W.
line and along a line 60.00 feet northerly of and parallel with
the south line of said MCRA Tract, a distance of 180.09 feet to a 518-inch iron rod with plastic cap,
stamped “TERRA SURVEYING”, set
in the east line of that certain called 3.1080 acres described in deed to SFP Hotel Partners,
LP., as recorded under H.C.C.F.
Number 20130225814; said iron rod also being in the west line of said Unrestricted Reserve
“A” and said MCRA Tract, and marking the southwest corner of the herein described tract;


 



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THENCE, North
02°42'17” West, with the east line of said
3.1080 acre tract, and the west line of said
Unrestricted Reserve “A” and said MCRA Tract, at 59.94 feet pass the southwest corner of the aforesaid 0.475 acre
tract, and the northwest corner of said Unrestricted Reserve “A” and said MCRA Tract, from which an
“X” in concrete found for reference bears
North 02°42'17” West, 0.56
feet, and from which another “X” In concrete found for reference bears North 19°43' West, 0.58 feet;
continuing with said east line and the west line of said 0.475 acre tract, at 175.28 feet pass a 1f2-inch iron rod found
marking the southwest comer of the aforesaid 1.0148 acre tract and the northwest corner of said 0.475
acre tract; continuing with said east line and the
west line of said 1.0148 acre tract, at a distance of 420.74 feet to a 5/8-inch iron rod with
cap found marking the southwest corner of the aforesaid 25,244
square foot tract, and the northwest corner of said 1.1048 acre tract, and continuing iin all a total distance of 563.08 feet
to a point in the aforesaid south R.O.W. line
of Interstate Highway 10, same being the northeast corner of said 3.1080
acre tract, the northwest corner of the said 25,244
square foot tract and of the herein described tract,
from which a found 5/8-inchiron
rod with cap bears North 38°26' East, 0.19
feet;


 


THENCE,
North 88°40'43”
East, with said south
R.O.W. line and the north line of said 25,244
square foot tract, a distance of 180.14 feet to the POINT
OF BEGINNING and containing 2.3190 acres (101,014 square
feet) of land.


 


This
description is based on an ALTA/ACSM Land Title Survey and drawing
prepared by Terra Surveying Company, Inc.,
under Project Number 2540-1303-809,of
even date.


 



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EXHIBIT C


 


TOTAL PROJECT BUDGET


 



    	70



    	 



    

 


	Sources and Uses




 


	Uses
	Cost Item	 	Total	 	 	Per Unit	 
	Construction Hard Costs	 	$	50,094,973	 	 	$	147,338	 
	General Contractor (GC) Fee	 	$	2,504,749	 	 	$	7,367	 
	Land	 	$	19,349,400	 	 	$	56,910	 
	Taxes	 	$	425,000	 	 	$	1,250	 
	Legal	 	$	315,000	 	 	$	926	 
	Closing Costs	 	$	175,000	 	 	$	515	 
	Financing	 	$	427,500	 	 	$	1,257	 
	Investment Banking Fee	 	$	425,000	 	 	$	1,250	 
	Architect	 	$	1,085,000	 	 	$	3,191	 
	Engineering & Surveying	 	$	125,000	 	 	$	368	 
	Marketing	 	$	300,000	 	 	$	882	 
	Construction Interest	 	$	2,619,645	 	 	$	7,705	 
	Bluerock Fee	 	$	50,000	 	 	$	147	 
	Preleasing	 	$	300,000	 	 	$	882	 
	Leaseup  Operating Deficit	 	$	597,661	 	 	$	1,758	 
	Overhead	 	$	2,382,568	 	 	$	7,008	 
	Soft Cost Contingency	 	$	623,504	 	 	$	1,834	 
	Other	 	$	0	 	 	$	0	 
	Total Project Cost	 	$	81,800,000	 	 	$	240,588	 





 


	Sources
	 	 	Total	 	 	Per Unit	 
	BBVA Compass Construction Loan	 	$	57,000,000	 	 	$	167,647	 
	Bluerock Equity	 	$	22,320,000	 	 	$	65,647	 
	TCR Equity	 	$	2,480,000	 	 	$	7,294	 
	Total	 	$	81,800,000	 	 	$	240,588	 





 



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EXHIBIT D


PLANS AND SPECIFICATIONS


 


	DRAWING

NUMBER	DRAWING TITLE	50%

CONSTRUCTION

DOCUMENTS	 	 
	 	 	 	 	 
	GENERAL:	 	 
	G000	Cover Sheet	6/23/2014	 	 
	G001	Sheet Index	6/23/2014'	 	 
	G002	Tabulation&, Symbols and Abbreviations	6/23/2014	 	 
	G003	Code Analysis	6/23/2014	 	 
	G003b	Area Analysis	6/23/2014	 	 
	G006	Transparency Ca1cu1ations	6/23/2014'	 	 
	G010	Life Safety Plan • BF2 Sub-Basement Floor	6/23/2014	 	 
	G011	Life Safety Plan • BF1 Basement Floor	6/23/2014	 	 
	G012	Life Safety Plan • GF Ground Floor	6/23/2014'	 	 
	G013	Life Safety Plan • 2F Second Floor	6/23/2014	 	 
	G014	Life Safety Plan ·3F Third Floor	6/23/2014	 	 
	G015	Typical Life safety Plan	6/23/2014'	 	 
	G021	Accessible Route • GF Ground Floor	6/23/2014	 	 
	G024a	Accessibility Summary TAS	6/23/2014	 	 
	G024b	Accessibility Summary  TAS	6/23/2014'	 	 
	G024c	Accessibility Summary  TAS:.	6/23/2014	 	 
	G025	Accessibility Summary  FHA	6/23/2014	 	 
	G031	Assemblies	6/23/2014'	 	 
	G032	Assemblies	6/23/2014	 	 
	G033	Assemblies	6/23/2014	 	 
	G073	2nd Floor Plan • Hose Layout	6/23/2014'	 	 
	 	 	 	 	 
	CIVIL	 
	C1	Cover Sheet	6/23/2014'	 	 
	C2	General Notes	6/23/2014	 	 
	C3	Existing Site Conditions	6/23/2014	 	 
	C4	Site Demolition Plan	6/23/2014'	 	 
	C5	Dimensioned Site Plan	6/23/2014	 	 
	C6	Site Grading Plan	6/23/2014	 	 
	C7	Private Water and Sanitary Sewer Plan	6/23/2014'	 	 
	C8	Site Drainage Plan/Drainage Area Map	6/23/2014	 	 
	C9	Pervious/Impervious Drainage Calcs	6/23/2014	 	 
	C10	Site Paving Plan	6/23/2014'	 	 
	C11	Storm Water Pollution Prevention Plan	6/23/2014	 	 
	C12	Storm Water Pollution Prevention Plan Details	6/23/2014	 	 
	C13	Site Utility Details	6/23/2014'	 	 
	C14	Site Construction Details	6/23/2014	 	 
	 	 	 	 	 
	LANDSCAPE:
	L1.01	Materials Plan	6/23/2014	 	 
	L1.02	Materials Plan	6/23/2014	 	 
	L1.03	Materials Plan	6/23/2014'	 	 
	L2.01	Not Issued	6/23/2014	 	 
	L2.02	Not Issued	6/23/2014	 	 
	L2.03	Not Issued	6/23/2014'	 	 
	L3.01	Construction Details	6/23/2014	 	 
	L3.02	Construction Details	6/23/2014	 	 
	L3.04	Construction Details	6/23/2014'	 	 
	L4.01	Grading Plan	6/23/2014	 	 
	L4.02	Grading Plan	6/23/2014	 	 
	L4.03	Grading Plan	6/23/2014	 	 
	L5.00	Not Issued	6/23/2014'	 	 
	L5.01	Planting Plan	6/23/2014	 	 
	L5.02	Planting Plan	6/23/2014	 	 
	L5.03	Planting Plan	6/23/2014'	 	 
	L6.01	Irrigation Plan	6/23/2014	 	 
	L6.02	Irrigation Plan	6/23/2014	 	 
	L6.03	Irrigation Plan	6/23/2014'	 	 
	 	 	 	 	 
	ARCHITECTURAL:	 	 
	A010	Architectural Site Plan	6/23/2014	 	 
	A100	Building Plan ·BF2	6/23/2014	 	 
	A101	Building Plana .BF1	6/23/2014'	 	 
	A102	Building Plans ·GF Ground Floor	6/23/2014	 	 
	A103	Building Plans ·2F Second Floor	6/23/2014	 	 
	A104	Building Plans-3F Third Floor	6/23/2014'	 	 
	A105	Building  Plans-4F-6F Fourth thru Sixth Floors	6/23/2014	 	 
	A106	Building Plans ·7F Seventh Floor	6/23/2014	 	 
	A107	Building Plans. MF Mezzanine Floor	6/23/2014'	 	 
	A108	Upper Roof Plan	6/23/2014	 	 
	A120	Enlarged BF Floor Plan	6/23/2014	 	 
	A121a	Enlarged GF Floor Plan	6/23/2014	 	 
	A121b	Enlarged GF Floor Plan	6/23/2014'	 	 
	A121c	Enlarged GF Floor Plan	6/23/2014	 	 
	A122a	Enlarged 2F Floor Plan	6/23/2014	 	 
	A122b	Enlarged 2F Floor Plan	6/23/2014'	 	 
	A123	Enlarged 3F Floor Plan	6/23/2014	 	 



 



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	A124	Enlarged 4F-7F Floor Plan	6/23/2014	 	 
	A201	Building Elevation	6/23/2014'	 	 
	A202	Building Elevation	6/23/2014	 	 
	A301	Building Sections	6/23/2014	 	 
	A311	Wall Sections	6/23/2014	 	 
	A312	Wall Sections	6/23/2014'	 	 
	A321a	Stair 1-6 and Trash Plans	6/23/2014	 	 
	A321b	Stair 1-4 and Trash Section•	6/23/2014	 	 
	A322a	Stair 3-4  Plans	6/23/2014'	 	 
	A322b	Stair 3-4 Sections	6/23/2014	 	 
	A323a.	Stair 2·5 Plan	6/23/2014	 	 
	A323b	Stair 2-5 Sections	6/23/2014'	 	 
	A324	Elevation 1	6/23/2014	 	 
	A325	Elevation 2-3	6/23/2014	 	 
	A326	Elevation 4	6/23/2014	 	 
	A402	Unit E2	6/23/2014'	 	 
	A403	Unit Al	6/23/2014	 	 
	A404	Unit A2	6/23/2014	 	 
	A405	Unit A3-A4	6/23/2014'	 	 
	A406	Unit A5	6/23/2014	 	 
	A406a	Unit A5a	6/23/2014	 	 
	A406b	Unit A5b	6/23/2014'	 	 
	A407	Unit AS	6/23/2014	 	 
	A408	Unit A7	6/23/2014	 	 
	A408a	Unit A7a	6/23/2014	 	 
	A408b	Unit A7b	6/23/2014'	 	 
	A409	Unit AB	6/23/2014	 	 
	A410	Unit A9	6/23/2014	 	 
	A411	Unit A10	6/23/2014'	 	 
	A412a	Unit A5M	6/23/2014	 	 
	A412b	Unit A5M	6/23/2014	 	 
	A413a	Unit ABM	6/23/2014'	 	 
	A413b	Unit ABM	6/23/2014	 	 
	A414	Unit B1	6/23/2014	 	 
	A415	Unit B2	6/23/2014	 	 
	A418	Unit B3	6/23/2014'	 	 
	A417	Unit B4	6/23/2014	 	 
	A418	Unit B5	6/23/2014	 	 
	A418a	Unit B5A	6/23/2014'	 	 
	A419a	Unit B3M	6/23/2014	 	 
	A419b	Unit B3M	6/23/2014	 	 
	A420a	Unit B5M	6/23/2014'	 	 
	A420b	Unit B5M	6/23/2014	 	 
	A501	Exterior Details	6/23/2014	 	 
	A513	Flashing Details	6/23/2014	 	 
	A521	Roof Details	6/23/2014'	 	 
	A522	Parapet Details	6/23/2014	 	 
	A523	Pool Deck Details	6/23/2014	 	 
	A531	Stair Details	6/23/2014'	 	 
	A552	Screen Wall Details	6/23/2014	 	 
	A561	Door Details	6/23/2014	 	 
	A562	Door Details	6/23/2014'	 	 
	A571	Window Details	6/23/2014	 	 
	A572	Window Details	6/23/2014	 	 
	A601	Door Schedule	6/23/2014	 	 
	A602	Door Details	6/23/2014'	 	 
	A611	Window Schedule	6/23/2014	 	 
	A612	Window Schedule	6/23/2014	 	 
	 	 	 	 	 
	STRUCTURAL:	 	 
	S0-1A	Cover Sheet and Structural Specifications	6/23/2014	 	 
	S0-1B	Structural Specifications	6/23/2014'	 	 
	S0-2A	Concrete Standards	6/23/2014	 	 
	S0-2B	Concrete Standards	6/23/2014	 	 
	S0-3B	Concrete Standards	6/23/2014	 	 
	S0-3A	Post Tensioned Standards	6/23/2014'	 	 
	S0-3B	Post Tensioned Standards	6/23/2014	 	 
	S0-4	Masonry Standards	6/23/2014	 	 
	S0-5B	Light Gauge Steel Standards	6/23/2014'	 	 
	SS1-0	Basement Level Shoring Plan	6/23/2014	 	 
	SS1-1	Shoring Design and Details	6/23/2014	 	 
	S1-B2	Foundation Plan Basement Level B2	6/23/2014'	 	 
	S1-B1	Foundation/Framing Plan Basement Level B1	6/23/2014	 	 
	S1-1	Foundation/Framing Plan Ground Floor	6/23/2014	 	 
	S1-2	Framing Plan 2nd Floor (Podium)	6/23/2014'	 	 
	S1-3	Framing Plan 3rd Floor	6/23/2014	 	 
	S1-4	Framing Plan 4th-6th Floors	6/23/2014	 	 
	S1-5	Framing Plan 7th Floor	6/23/2014	 	 
	S1-6	Framing Plan Mezz and Roof Level	6/23/2014'	 	 
	S1-7	Framing Plan Mezz Roof	6/23/2014	 	 
	S2-1	Basement Wall Sections & Details	6/23/2014	 	 
	S3-1	Framing Sections & Details	6/23/2014'	 	 
	S4-1	Column Schedule	6/23/2014	 	 
	S5-1	Shearwall Schedule	6/23/2014	 	 
	S5-2	Shearwall Schedule	6/23/2014'	 	 
	S5-3	Shearwall Schedule	6/23/2014	 	 
	 	 	 	 	 
	M.E.P:
	MEP0.1	Title Sheet/Sheet Index/General Notes	6/23/2014	 	 
	MEP0.2	Energy Compliance Commercial	6/23/2014'	 	 
	MEP0.3	Energy Compliance Commercial	6/23/2014	 	 
	MEP0.4	Energy Compliance Commercial	6/23/2014	 	 
	MEP0.5	MEP Details	6/23/2014	 	 
	MEP0.6	MEP Details	6/23/2014'	 	 
	 	 	 	 	 
	MECHANICAL:
	M1.1	Mechanical Site Plan	6/23/2014	 	 



 



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	M2.1	Mechanical Unit Plans	6/23/2014'	 	 
	M2.2	Mechanical Unit Plans	6/23/2014	 	 
	M2.3	Mechanical Unit Plans	6/23/2014	 	 
	M2.4	Mechanical Unit Plans	6/23/2014'	 	 
	M3.1	Mechanical Lobby Plans	6/23/2014	 	 
	M3.2	Mechanical Clubhouse, Fitness & Skylounge Plans	6/23/2014	 	 
	M4.1	Mechanical Building  “A” Basement 2 Area A	6/23/2014'	 	 
	M4.2	Mechanical Building “B” Basement 2 Area  B	6/23/2014	 	 
	M4.3	Mechanical Building “A” Basement 1Area A	6/23/2014	 	 
	M4.4	Mechanical Building “B” Basement 1 Area B	6/23/2014'	 	 
	M4.5	Mechanical  Building “A” First Floor Area A	6/23/2014	 	 
	M4.6	Mechanical Building “B” First Floor Area B	6/23/2014	 	 
	M4.7	Mechanical Building “A” Second Floor Area A	6/23/2014	 	 
	M4.8	Mechanical Building “B” Second Floor Area B	6/23/2014'	 	 
	M4.9	Mechanical Building “A” Third Floor Area A	6/23/2014	 	 
	M4.10	Mechanical  Building “B” Third Floor Area B	6/23/2014	 	 
	M4.11	Mechanical Building “A” Fourth-Sixth Floor Area A	6/23/2014'	 	 
	M4.12	Mechanical Building “B” Fourth-Sixth Floor Area B	6/23/2014	 	 
	M4.13	Mechanical Building “A” Seventh Floor Area A	6/23/2014	 	 
	M4.14	Mechanical Building “B” Seventh Floor Area B	6/23/2014'	 	 
	M4.15	Mechanical  Building “A” Mezzanine Floor Area  A	6/23/2014	 	 
	M4.16	Mechanical Building “B” Mezzanine Floor Area B	6/23/2014	 	 
	M4.17	Mechanical Building “A” Roof Area A	6/23/2014'	 	 
	M4.18	Mechanical Building “B” Roof Area B	6/23/2014	 	 
	 	 	 	 	 
	ELECTRICAL:
	E1.1	Electrical Site Plan	6/23/2014'	 	 
	E2.1	Electrical Unit Plans	6/23/2014	 	 
	E2.2	Electrical Unit Plans	6/23/2014	 	 
	E2.3	Electrical Unit Plans	6/23/2014'	 	 
	E2.4	Electrical Unit Pl1n1	6/23/2014	 	 
	E3.1.1	Electrical Lobby Lighting Plan	6/23/2014	 	 
	E3.1.2	Electrical Lobby Power Plans	6/23/2014'	 	 
	E3.2.1	Electrical Clubhouse, Fitness & Skylounge Lighting Plan	6/23/2014	 	 
	E3.2.2	Electrical Clubhouse, Fitness & Skylounge Power Plans	6/23/2014	 	 
	E4.1	Electrical Building “A” Basement 2 Area A	6/23/2014'	 	 
	E4.2	Electrical Building “B” Basement 2 Area B	6/23/2014	 	 
	E4.3	Electrical Building “A” Basement 1Area A	6/23/2014	 	 
	E4.4	Electrical Building “B” Basement 1 Area B	6/23/2014	 	 
	E4.5	Electrical Building “A” First Floor Area A	6/23/2014'	 	 
	E4.6	Electrical Building “B” First Floor Area B	6/23/2014	 	 
	E4.7	Electrical Building “A” Second Floor Area A	6/23/2014	 	 
	E4.8	Electrical Building “B” Second Floor Area B	6/23/2014'	 	 
	E4.9	Electrical Building “A” Third Floor Area  A	6/23/2014	 	 
	E4.10	Electrical Building “B” Third Floor Area B	6/23/2014	 	 
	E4-11	Electrical Building “A” Fourth-Sixth Floor Area A	6/23/2014'	 	 
	E4.12	Electrical Building “B” Fourth-Sixth Floor Area B	6/23/2014	 	 
	E4.13	Electrical  Building “A” Seventh Floor Area A	6/23/2014	 	 
	E4.14	Electrical Building “B” Seventh Floor Area  B	6/23/2014'	 	 
	E4.15	Electrical Building “A” Mezzanine Floor Area  A	6/23/2014	 	 
	E4.16	Electrical Building “B” Mezzanine Floor Area B	6/23/2014	 	 
	E4.17	Electrical Building “A” Roof Area A	6/23/2014'	 	 
	E4.18	Electrical Building “B” Roof Area B	6/23/2014	 	 
	E5.1	Electrical Calculations	6/23/2014	 	 
	E5.2	Electrical Calculations	6/23/2014	 	 
	E5.3	Electrical Calculations	6/23/2014'	 	 
	E5.4	Electrical Calculations	6/23/2014	 	 
	 	 	 	 	 
	PLUMBING:
	P1.1	Plumbing Site Plan	6/23/2014	 	 
	P2.1	Plumbing Unit Plana	6/23/2014	 	 
	P2.2	Plumbing Unit Plans	6/23/2014'	 	 
	P2.3	Plumbing Unit Plans	6/23/2014	 	 
	P2.4	Plumbing Unit Plans	6/23/2014	 	 
	P3.1	Plumbing Lobby Plans	6/23/2014'	 	 
	P3.2	Plumbing Clubhouse, Fitness & Skylounge Plans	6/23/2014	 	 
	P4.1	Plumbing Building “A” Basement 2 Area A	6/23/2014'	 	 
	P4.2	Plumbing Building “B” Basement 2 Area B	6/23/2014	 	 
	P4.3	Plumbing Building “A” Basement 1 Area A	6/23/2014	 	 
	P4.4	Plumbing Building “B” Basement 1 Area B	6/23/2014'	 	 
	P4.5	Plumbing Building “A” Fire Floor Area A	6/23/2014	 	 
	P4.6	Plumbing Building “B” First Floor Area B	6/23/2014	 	 
	P4.7	Plumbing Building “A” Second Floor Area  A	6/23/2014'	 	 
	P4.8	Plumbing Building “B” Second Floor Area B	6/23/2014	 	 
	P4.9	Plumbing Building “A” Third Floor Area A	6/23/2014	 	 
	P4.10	Plumbing Building “B” Third Floor Area1 B	6/23/2014'	 	 
	P4.11	Plumbing Building “A” Fourth-Sixth Floor Area  A	6/23/2014	 	 
	P4.12	Plumbing Building “B” Fourth-Sixth Floor Area B	6/23/2014	 	 
	P4.13	Plumbing Building “A” Seventh Floor Area A	6/23/2014	 	 
	P4.14	Plumbing Building “B” Seventh Floor Area B	6/23/2014'	 	 
	P4.15	Plumbing Building “A” Mezzanine Floor Area A	6/23/2014	 	 
	P4.16	Plumbing Building “B” Mezzanine Floor Area B	6/23/2014	 	 
	P4.17	Plumbing Building “A” Roof Area A	6/23/2014'	 	 
	P4.18	Plumbing Building “B” Roof Area  B	6/23/2014	 	 
	P5.1	Plumbing Risers	6/23/2014	 	 
	P5.2	Plumbing Risers	6/23/2014'	 	 
	P5.3	Plumbing Risers	6/23/2014	 	 
	P5.4	Plumbing Risers	6/23/2014	 	 
	 	 	 	 	 
	INTERIOR DESIGN:
	1D0.00	COVER SHEET	6/23/2014'	 	 
	1D1.01	LEASING-INTERIOR PLAN	6/23/2014	 	 
	1D1.02	OUTDOOR LIVING-INTERIOR PLAN	6/23/2014	 	 
	1D1.03	AMENITIES LEVEL 2-INTERIOR PLAN	6/23/2014'	 	 
	1D1.04	FITNESS LEVEL 3 INTERIOR PLAN	6/23/2014	 	 
	1D1.05	SKY LOUNGE LEVEL 5-INTERIOR PLAN	6/23/2014	 	 
	1D2.01	LEASING·DECORATIVE POWER PLAN	6/23/2014'	 	 



 



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	1D2 02	OUTDOOR LIVING ·DECORATIVE POWER PLAN	6/23/2014	 	 
	1D2.03	AMENITIES LEVEL 2 ·DECORATIVE POWER PLAN	6/23/2014	 	 
	1D2.04	FITNESS LEVEL 3 ·DECORATIVE POWER PLAN	6/23/2014'	 	 
	1D2.05	SKY LOUNGE LEVEL 5 ·DECORATIVE POWER PLAN	6/23/2014	 	 
	1D3.01	LEASING ·REFLECTED CEILING PLAN	6/23/2014	 	 
	1D3.02	OUTDOOR LIVING • REFLECTBO CEILING PLAN	6/23/2014	 	 
	1D3.04	FITNESS LEVEL 3 • REFLECTED CEILING PLAN	6/23/2014'	 	 
	1D3.05	SKY LOUNGE LEVEL 5·REFLECTED CBLING PLAN	6/23/2014	 	 
	1D4.01	LEASING • FINISH PLAN	6/23/2014	 	 
	1D4.03	AMENITIES LEVEL 2 • FINISH PLAN	6/23/2014'	 	 
	1D4.04	FITNESS LEVEL 3 • FINISH PLAN	6/23/2014	 	 
	1D4.05	SKY LOUNGE LEVEL 5 • FINISH PLAN	6/23/2014	 	 
	1D6.01	LEASING • FURNITURE PLAN	6/23/2014'	 	 
	1D6.02	OUTDOOR LIVING • FURNITURE PLAN	6/23/2014	 	 
	1D5.03	AMENITIES LEVEL 2 • FURNTURE PLAN	6/23/2014	 	 
	1D5.04	FITNESS LEVEL 3 FURNITURE PLAN	6/23/2014'	 	 
	1D5.05	SKY LOUNGE LEVEL 5 .FURNITURE PLAN	6/23/2014	 	 
	1D6.01	ENLARGED PLANS AND ELEVATIONS	6/23/2014	 	 
	1D6.02	ENLARGED PLANS AND ELEVATIONS	6/23/2014'	 	 
	1D7.01	INTERIOR  ELEVATIONS	6/23/2014	 	 
	1D7.02	INTERIOR  ELEVATIONS	6/23/2014	 	 
	1D7.03	INTERIOR  ELEVATIONS	6/23/2014	 	 
	1D7.04	INTERIOR ELEVATIONS	6/23/2014'	 	 
	1D7.05	INTERIOR B.EVATIONS	6/23/2014	 	 
	1D8.01	MILLWORK DETAILS	6/23/2014'	 	 
	1D9.01	LIGHTING SCHEDULE	6/23/2014	 	 
	1D9.02	FINISH LEGEND	6/23/2014	 	 
	1D9.03	APPLIANCE. PLUMEING & HARDWARE LEGEND	6/23/2014'	 	 
	1D9.04	INTERIOR DOOR & OPENNG SCHEDULE	6/23/2014	 	 




 



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EXHIBIT E


 


PURSUIT COSTS BUDGET


 



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	TCR Control	Job Cost Activity	06-25-2014          Page 1
	Design: W:\timberline\REPORT\JC Activity Condensed 8-07.rpt	Files Used: MASTER.JCM
	 	 	HISTORY .JCT, CURRENT .JCT


 


	Accounting Dates:	to	 


 


	Acctg	 	 	 	 	 	 	 	App	 	 	 	 	 	 	Date
	Date	 	Description	 	Vendor	 	Invoice	 	0 0 Batch	 	Amount	 	 	Commitment	 	Stamp
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4002-019 City Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	75-50-015 Escrow Deposits	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12-09-13	 	City Center Escrow Depost	 	 	 	 	 	JC	 	127855	 	75,000.00	 	 	 	 	12-09-2013
	02-03-14	 	City Center Extension	 	 	 	 	 	JC	 	128763	 	37,500.00	 	 	 	 	02-03-2014
	03-03-14	 	City Center Extension	 	 	 	 	 	JC	 	129276	 	50,000.00	 	 	 	 	03-03-2014
	04-01-14	 	City Centr Ernst Mony Dep	 	 	 	 	 	JC	 	129926	 	25,000.00	 	 	 	 	04-01-2014
	04-02-14	 	City Centr Ernst Mony Dep	 	 	 	 	 	JC	 	129951	 	837,500.00	 	 	 	 	04-02-2014
	04-03-14	 	Independent Consideration DIDISWOROO 040314	 	 	 	 	 	AP	 	129530	 	100.00	 	 	 	 	04-04-2014
	04-03-14	 	Independent Consideration LCLINVESOO 040314	 	 	 	 	 	AP	 	129530	 	100.00	 	 	 	 	04-04-2014
	04-04-14	 	City Center Indpndnt Cnsd	 	 	 	 	 	JC	 	130006	 	7,700.00	 	 	 	 	04-04-2014
	04-23-14	 	(Rev)Independent Consdrtn DIDISWOROO 040314	 	 	 	 	 	AP	 	129781	 	100.00	-	 	 	 	04-24-2014
	05-09-14	 	City Center Earnest Depst	 	 	 	 	 	JC	 	130676	 	50,000.00	 	 	 	 	05-09-2014
	06-02-14	 	City Center Earnest Depst	 	 	 	 	 	JC	 	131127	 	25,000.00	 	 	 	 	06-02-2014
	06-04-14	 	Compass Bank Due Diligenc	 	 	 	 	 	JC	 	131168	 	45,000.00	 	 	 	 	06-04-2014
	06-17-14	 	City Center Earnest Depst	 	 	 	 	 	JC	 	131510	 	25,000.00	 	 	 	 	06-17-2014
	06-19-14	 	Reel Cmpss Bnk Due Dilgnc	 	 	 	 	 	JC	 	131552	 	45 ,000.00	-	 	 	 	06-19-2014
	 	 	Cost Code Totals	 	1,132,800.00	•	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	77-52-005 TCR-Legal	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12-20-13	 	NB-Prof Svcs	 	WINSTEADOO	 	1832777	 	AP	 	128223	 	1,330.00	 	 	 	 	12-20-2013
	01-23-14	 	Prof Svcs	 	WINSTEADOO	 	1842336	 	AP	 	128615	 	5,346.25	 	 	 	 	01-23-2014
	03-05-14	 	Prof Svcs	 	WINSTEADOO	 	1850786	 	AP	 	129099	 	251.40	 	 	 	 	03-05-2014
	03-05-14	 	Prof Svcs	 	WINSTEADOO	 	1850787	 	AP	 	129099	 	4,500.00	 	 	 	 	03-05-2014
	03-26-14	 	Prof Svcs	 	WINSTEADOO	 	1860468	 	AP	 	129399	 	252.45	 	 	 	 	03-27-2014
	03-26-14	 	Prof Svcs	 	WINSTEADO O	 	1860469	 	AP	 	129399	 	18,463.45	 	 	 	 	03-27-2014
	04-18-14	 	Prof Svcs	 	WINSTEADOO	 	1866309	 	AP	 	129738	 	5,676.25	 	 	 	 	04-21-2014
	04-18-14	 	Prof Svcs	 	WINSTEADOO	 	1866310	 	AP	 	129738	 	10,255.30	 	 	 	 	04-21-2014
	05-23-14	 	Prof Svcs	 	WINSTEADOO	 	1878057	 	AP	 	130228	 	991.80	 	 	 	 	05-23-2014
	05-23-14	 	Prof Svcs	 	WINSTEADOO	 	1878058	 	AP	 	130228	 	3,355.05	 	 	 	 	05-23-2014
	05-23-14	 	Prof Svcs	 	WINSTEADOO	 	1878059	 	AP	 	130228	 	3,420.93	 	 	 	 	05-23-2014
	05-30-14	 	Prof Svcs	 	WINSTEADOO	 	1878054	 	AP	 	130299	 	841.50	 	 	 	 	05-30-2014
	 	 	Cost Code Totals	 	54,684.38	•	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	77-52-035 LCO-Meals & Entertainment	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	02-14-14	 	Expense Report	 	SEANDRAEOO	 	010114	 	AP	 	128886	 	29.00	 	 	 	 	02-17-2014
	04-03-14	 	Expense Report	 	SCOTTDAVOO	 	030114A	 	AP	 	129527	 	120..50	 	 	 	 	04-04-2014
	04-11-14	 	Expense Report	 	SEANDRAEOO	 	030114	 	AP	 	129643	 	30.83	 	 	 	 	04-11-2014
	04-11-14	 	Expense Report	 	SEANDRAEOO	 	030114	 	AP	 	129643	 	37.00	 	 	 	 	04-11-2014
	05-23-14	 	Expense Report	 	INGEDELAOO	 	050114	 	AP	 	130196	 	19.61	 	 	 	 	05-23-2014
	06-03-14	 	Expense Report	 	SCOTTDAVOO	 	050114	 	AP	 	130317	 	60.00	 	 	 	 	06-03-2014
	 	 	Cost Code Totals	 	296.94	*	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	77-52-040 LCO-Travel	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	04-03-14	 	Expense Report	 	SCOTTDAVOO	 	030114A	 	AP	 	129527	 	1.50	 	 	 	 	04-04-2014
	05-15-14	 	Prof Svcs	 	ALLALIMOOl	 	1015	 	AP	 	130107	 	100.00	 	 	 	 	05-15-2014
	06-18-14	 	Prof Svcs	 	ALLALIMOOl	 	1044	 	AP	 	130494	 	100.00	 	 	 	 	06-18-2014
	 	 	Cost Code Totals	 	201.50	•	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	77-52-055 Delivery	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12-20-13	 	NB-Delivery	 	BEELINEDOO	 	191757	 	AP	 	128223	 	31.61	 	 	 	 	12-20-2013
	01-23-14	 	Delivery	 	BEELINEDOO	 	193125	 	AP	 	128615	 	54.41	 	 	 	 	01-23-2014
	03-14-14	 	Delivery	 	FEDEX04	 	2-579-95340	 	AP	 	129234	 	19.11	 	 	 	 	03-14-2014
	04-18-14	 	Delivery	 	BEELINEDOO	 	197751	 	AP	 	129738	 	25.64	 	 	 	 	04-21-2014
	04-28-14	 	Delivery	 	FEDEX04	 	2-624-68756	 	AP	 	129846	 	9.29	 	 	 	 	04-28-2014
	04-29-14	 	Conference Calls	 	INTERCALLl	 	1742374756	 	AP	 	129865	 	1.84	 	 	 	 	04-29-2014
	04-29-14	 	Conference calls	 	INTERCALLl	 	1742424833	 	AP	 	129865	 	33.24	 	 	 	 	04-29-2014
	OS-23-14	 	Delivery	 	FEDEX04	 	2-654-28498	 	AP	 	130228	 	23.19	 	 	 	 	05-23-2014




 




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	TCR Control	Job Cost Activity	06-25-2014	Page 2
	Design: W:\timberline\REPORT\JC Activity Condensed 8-07 .rpt	 	 


 


	Accounting Dates:	to	 


 


	Acctg	 	 	 	 	 	 	 	App	 	 	 	 	 	 	Date
	Date	 	Description	 	Vendor	 	Invoice	 	0 O Batch	 	Amount	 	 	Commitment	 	Stamp
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4002-019 City center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	77-52-055 Delivery	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	06-12-14	 	Delivery	 	FEDEX04	 	2-675-88850	 	AP	 	130457	 	17.96	 	 	 	 	06-12-2014
	 	 	Cost Code Totals	 	216.29	*	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	77-52-075 Long Distance	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	01-16-14	 	NB-Conf Calls	 	INTERCALLl	 	1742316142	 	AP	 	128539	 	16.60	 	 	 	 	01-16-2014
	06-12-14	 	Conference Calls	 	INTERCALLl	 	1742491668	 	AP	 	130457	 	2.43	 	 	 	 	06-12-2014
	06-12-14	 	Conference Calls	 	INTERCALLl	 	1742521239	 	AP	 	130457	 	28.07	 	 	 	 	06-12-2014
	 	 	Cost Code Totals	 	47.10	*	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	79-54-015 Construction Loan Fees
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	06-19-14	 	Reel Cmpss Bnk Due Dilgnc	 	 	 	 	 	JC	 	131552	 	45,000.00	 	 	 	 	06-19-2014
	 	 	Coat Code Totals	 	45,000.00	*	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	79-54-055 Appraisal/Review Fee	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	06-12-14	 	Appraisal Fee	 	bankofamo5	 	061114	 	AP	 	130457	 	5,500.00	 	 	 	 	06-12-2014
	 	 	Coat Code Totals	 	5,500.00	*	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	81-56-005 Architect	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	01-16-14	 	NB-Prof Svcs	 	EDIINTEROO	 	11327.000-11	 	AP	 	128539	 	750.00	 	 	 	 	01-16-2014
	03-05-14	 	Prof Svcs	 	ZCARESIDOO	 	201401103	 	AP	 	129099	 	3, 500.00	 	 	 	 	03-05-2014
	05-02-14	 	Prof Svcs	 	EDIINTEROO	 	14326.000-1	 	AP	 	129925	 	30,000.00	 	 	 	 	05-02-2014
	05-30-14	 	Prof Svcs	 	EDIINTEROO	 	14326.000-2	 	AP	 	130299	 	60,000.00	 	 	 	 	05-30-2014
	 	 	Cost Code Totals	 	94,250.00	*	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	81-56-021 Delivery, Postage, Copies, etc	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	04-18-14	 	Delivery	 	FEDEX04	 	2-614-52410	 	AP	 	129738	 	9,78	 	 	 	 	04-21-2014
	 	 	Cost Code Totals	 	9.78	•	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	81-56-105 Blueprints	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	06-06-14	 	Prints	 	AÐEGRA	 	30783	 	AP	 	130373	 	26.61	*	 	 	 	06-06-2014
	 	 	Cost Code Totals	 	26.61	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	82-56-015 A/E Reimburseablee	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	01-31-14	 	Prof Svcs	 	TERRAASSOO	 	23673	 	AP	 	128742	 	1,253.33	 	 	 	 	01-31-2014
	02-21-14	 	Prof Svcs	 	TERRAASSOO	 	23755	 	AP	 	128970	 	137.43	 	 	 	 	02-21-2014
	04-18-14	 	Prof Svcs	 	TERRAASSOO	 	23968	 	AP	 	129738	 	1.70	 	 	 	 	04-21-2014
	05-23-14	 	Prof Svcs	 	TERRAASSOO	 	24043	 	AP	 	130228	 	142. 13	 	 	 	 	05-23-2014
	 	 	Cost Code Totals	 	1,534.59	*	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	82-56-030 Geotech Soil Teets	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	03-26-14	 	Prof Svcs	 	ULRIENGIOO	 	2014-009-01	 	AP	 	129399	 	5,500.00	 	 	 	 	03-27-2014
	05-20-14	 	Prof Svcs	 	ULRIENGIOO	 	2014-009-02	 	AP	 	130141	 	17,525.00	 	 	 	 	05-20-2014
	 	 	Cost Code Totals	 	23,025.00	•	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	82-56-035 Civil Engineering	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	01-31-14	 	Prof Svcs	 	TERRAASSOO	 	23673	 	AP	 	128742	 	3,560.34	 	 	 	 	01-31-2014
	02-21-14	 	Prof Svcs	 	TBRRAASSOO	 	23755	 	AP	 	128970	 	6,463.07	 	 	 	 	02-21-2014
	04-18-14	 	Prof Svcs	 	TERRAASSOO	 	23968	 	AP	 	129738	 	659.34	 	 	 	 	04-21-201'1




 




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	TCR Control	Job Cost Activity	06-25-2014	Page 3
	Design: W:\timberline\REPOR T\JC Activity Condensed 8-07.rpt	 	 


 


	Accounting Dates:	to	 


 


	Acctg	 	 	 	 	 	 	 	App	 	 	 	 	 	 	Date
	Date	 	Description	 	Vendor	 	Invoice	 	O O Batch	 	Amount	 	 	Commitment	 	Stamp
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4002-019 City Center	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	82-56-035 Civil Engineering	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	05-23-14	 	Prof Svcs	 	TERRAASSOO	 	24043	 	AP	 	130228	 	2,343.92	 	 	 	 	05-23-2014
	 	 	Cost Code Totals	 	13,026.67	*	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	82-56-055 Environmental Consultant	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	03-04-14	 	Prof Svcs	 	INCOTECHOO	 	14-213	 	AP	 	129092	 	5,250.00	 	 	 	 	03-04-2014
	05-02-14	 	Prof Svcs	 	INCOTECHOO	 	14-294	 	AP	 	129925	 	5,558.92	 	 	 	 	05-02-2014
	 	 	Cost Code Totals	 	10,809.92	*	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	82-57-001 Survey	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	01-31-14	 	Prof Svcs	 	TER.RAASSOO	 	23673	 	AP	 	128742	 	3,453.18	 	 	 	 	01-31-2014
	05-23-14	 	Prof Svcs	 	TER.RAASSOO	 	24043	 	AP	 	130228	 	8,109.20	 	 	 	 	05-23-2014
	 	 	Cost Code Totals	 	11,562.39	*	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	92-57-010 Topographical	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	02-21-14	 	Prof Svcs	 	TERRAASSOO	 	23755	 	AP	 	128970	 	1,650.00	 	 	 	 	02-21-2014
	 	 	Cost Code Totals	 	1,650.00	*	 	 	 	 
	 	 	Primary Job Total	 	1,394,640.16	*	 	 	 	 
	 	 	Job Total	 	1,394,640.16	* 	 	 	 	 
	 	 	Report Total	 	1,394,640.16	*	 	 	 	 




 



    	79



    	 



    

 


EXHIBIT F


 


LIST OF AUTHORIZED CLOISING DOCUMENTS


 


Loan Documents:


 


		(1)	Construction Loan Agreement among the Company, Compass
Bank and the other lenders from time to time party thereto



 


		(2)	Deed of Trust, Assignment of Leases and Rents, Security
Agreement and Fixture Filing executed by the Company in favor of Lee Q. Vardaman as trustee



 


		(3)	Promissory Note in the original principal amount of $37,000,000
executed by the Company and payable to the order of Compass Bank



 


		(4)	Promissory Note in the original principal amount of $20,000,000
executed by the Company and payable to the order of Patriot Bank



 


		(5)	Environmental Indemnity Agreement executed by the Company
and the TCR Guarantors for the benefit of Compass Bank, as Agent



 


		(6)	Guaranty executed by the TCR Guarantors for the benefit
of Compass Bank, as Agent



 


		(7)	BR T&C Blvd., LLC Senior Secured Credit Facility
Fee Letter from Compass Bank and agreed and accepted by the Company



 


		(8)	UCC-1 financing statement naming the Company as debtor
and Compass Bank, as Agent, as secured party to be filed with the Delaware Secretary of State



 


Property Acquisition Documents:


 


		(1)	Special Warranty Deed executed and acknowledged by Performance
Development, L.P. and the Company



 


		(2)	Non-Foreign Person Affidavit executed and acknowledged
by Performance Development, L.P.



 


		(3)	Notice to Purchaser executed and acknowledged by Performance
Development, L.P. and the Company



 


		(4)	Seller/Owner Affidavit executed and acknowledged by Performance
Development, L.P.



 


		(5)	Substitute Form 1099-S or Form 1099 executed by Performance
Development, L.P.



 



    	80



    	 



    

 


		(6)	Settlement Statements executed by the Company and Performance
Development, L.P.



 


		(7)	Assignment and Assumption of Leases executed by Performance
Development, L.P. and the Company



 


		(8)	Assignment of the Utility Capacity executed and acknowledged
by Performance Development, L.P.



 


		(9)	Name Transfer Authorization From executed by Performance
Development, L.P. and the Company



 


		(10)	Tenant Notice Letters executed by Performance Development,
L.P. and the Company for Burlap and Barrel and Comedy Sportz



 


		(11)	Assignment of Property Agreements by and between Performance
Development, L.P. and the Company



 


		(12)	Assignment and Assumption of Lease Termination Agreements
by and between Maple Multi-Family Land TX, L.P. and the Company



 


		(13)	Special Warranty Deed executed and acknowledged by Alvin
W. Gee and Janice Lum Gee



 


		(14)	Assignment and Assumption of Lease, executed by Alvin
W. Gee and Janice Lum Gee and the Company



 


		(15)	Tenant Notice Letter to Town and Country Orthodontics,
P.C. executed by Alvin W. Gee and Janice Lum Gee and the Company



 


		(16)	FIRPTA Certificate executed by Alvin W. Gee and Janice
Lum Gee



 


		(17)	Seller/Owner Affidavit executed and acknowledged by Alvin
W. Gee and Janice Lum Gee



 


		(18)	Substitute Form 1099-S or Form 1099 executed by Alvin
W. Gee and Janice Lum Gee



 


		(19)	Settlement Statements executed by the Comnpany and Alvin
W. Gee and Janice Lum Gee



 


		(20)	Retail Lease Agreement executed by the Company and Alvin
Gee Photography, Inc.



 


		(21)	Guaranty executed by Alvin W. Gee and Janice Lum Gee
for the benefit of the Company



 


		(22)	Special Warranty Deed executed and acknowledged by TADI
Investments, Inc.



 



    	81



    	 



    

 


		(23)	Certificate of Non Foreign Status executed by TADI Investments,
Inc.



 


		(24)	Seller/Owner Affidavit executed and acknowledged by TADI
Investments, Inc.



 


		(25)	Substitute Form 1099 or Form 1099 executed by TADI Investments,
Inc.



 


		(26)	Settlement Statement executed by the Company and TADI
Investments, Inc.



 


		(27)	Notice to Buyer of Exchange Agreement executed by the
Compapny and TADI Investments, Inc.



 


		(28)	Special Warranty Deed executed and acknowledge by SFP
Hotel Investors, L.P.



 


		(29)	Notice to Purchaser executed and acknowledged by SFP
Hotel Investors, L.P. and the Company



 


		(30)	Declaration of Restrictive Covenants executed and acknowledged
by SFP Hotel Investors, L.P. and the benefitted parties listed therein



 


		(31)	Certificate of Non Foreign Status executed and acknowledged
by SFP Hotel Investors, L.P.



 


		(32)	Seller/Owner Affidavit executed and acknowledged by SFP
Hotel Investors, L.P.



 


		(33)	Substitute Form 1099 or Form 1099 executed by SFP Hotel
Investors, L.P.



 


		(34)	Settlement Statements executed by the Company and SFP
Hotel Investors, L.P.



 


		(35)	Master Settlement Statement executed by the Company



 


		(36)	Assignment of Purchase and Sale Agreement by and between
Maple Multi-Family Land TX, L.P. and the Company, assigning the Purchase and Sale Agreement, dated June 17, 2014, by and between
Maple Multi-Family Land TX, L.P. and Performance Development, L.P.



 


		(37)	Assignment of Purchase and Sale Agreement by and between
Maple Multi-Family Land TX, L.P. and the Company, assigning the Purchase and Sale Agreement, dated May 12, 2014, by and between
Maple Multi-Family Land TX, L.P. and TADI Investments, Inc.



 


		(38)	Assignment of Purchase and Sale Agreement, by and between
Maple Multi-Family Land TX, L.P. and the Company, assigning the Purchase and Sale Agreement, dated April 2, 2014, by and between
Maple Multi-Family Land TX, L.P. and Alvin W. Gee and Janice Lum Gee



 


		(39)	Assignment of Purchase and Sale Agreement by and between
Maple Multi-Family Land TX, L.P. and the Company, assigning the Purchase and Sale Agreement, dated December 9, 2013, by and between
Maple Multi-Family Land TX, L.P. and SFP Hotel Investors, L.P.



 



    	82



    	 



    

 


		(40)	Four Assignments of Professional Contracts, Authorizations
and Warranties by and between Maple Multi-Family Land TX, L.P. and the Company



 



    	83