Exhibit 10.92


 


 


 


CONTRIBUTION AGREEMENT


 


CONTRIBUTION OF BR VG ANN ARBOR JV MEMBER,
LLC INTERESTS


 


FROM


 


BLUEROCK SPECIAL OPPORTUNITY + INCOME
FUND II, LLC AND


BLUEROCK SPECIAL OPPORTUNITY + INCOME
FUND III, LLC 


 


TO


 


BLUEROCK RESIDENTIAL GROWTH REIT, INC.


 




    	 



    	 



    

 


CONTENTS


 


	Clause	 	Page
	 	 	 
	Article
    1.	SCHEDULE;
    DEFINITIONS; CONSIDERATION	 	5
	 	 	 	 
	1.1	Schedule	 	5
	1.2	Definitions	 	5
	1.3	Consideration	 	6
	1.4	Securities Laws Matters and Contributors’
    Tax Acknowledgment	   	7
	1.5	Descriptive Headings; Word Meaning	 	 
	 	 	 	 
	Article 2.	INSPECTION	 	7
	 	 	 	 
	2.1	Due Diligence; Inspection	 	7
	2.2	Contributors’ Delivery of Specified
    Documents	 	7
	2.3	Title and Survey	 	8
	2.4	Objection Notice	 	8
	 	 	 	 
	Article 3.	OPERATIONS AND
    RISK OF LOSS	 	8
	 	 	 	 
	3.1	Ongoing Operations	 	8
	3.2	Damage	 	10
	3.3	Condemnation	 	10
	3.4	Certain Tax Matters	 	10
	 	 	 	 
	Article 4.	CLOSING	 	10
	 	 	 	 
	4.1	Closing	 	10
	4.2	Conditions to the Parties’ Obligations
    to Close	 	10
	4.3	Contributors’ Deliveries	 	12
	4.4	REIT’s Deliveries	 	13
	4.5	Closing Statements	 	13
	 	 	 	 
	Article 5.	PRORATIONS; COSTS	 	13
	 	 	 	 
	5.1	Prorations	 	13
	5.2	Post-Closing Corrections	 	13
	5.3	Costs; Transfer Taxes	 	14
	5.4	Sales Commissions	 	14
	5.5	Excluded Obligations and Assets	 	14
	 	 	 	 
	Article 6.	REPRESENTATIONS
    AND WARRANTIES	 	14
	 	 	 	 
	6.1	Contributors’ Representations
    and Warranties as to Contributors	 	14
	6.2	SOIF II’s Representations and
    Warranties as to SOIF II Village Green Interest and the Companies 	 	16
	6.3	SOIF II’s Representations and
    Warranties as to the Property	 	17
	6.4	SOIF III’s Representations and
    Warranties as to SOIF III Village Green Interest and the Companies	 	19
	6.5	SOIF III’s Representations and
    Warranties as to the Property	 	20
	6.6	REIT’s Representations and Warranties	 	21
	6.7	Limitations; Definition of Knowledge	 	23
	6.8	Survival of Representations and Warranties	 	24
	 	 	 	 
	Article 7.	DEFAULT AND REMEDIES	 	24


 




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	7.1	Contributors’ Default	 	24
	7.2	REIT’s Default	 	24
	 	 	 	 
	Article 8.	INDEMNIFICATION
    AND LIMITATION ON LIABILITY	 	24
	 	 	 	 
	8.1	Indemnification from SOIF II to REIT	 	24
	8.2	Limitation on SOIF II’s Liability	 	24
	8.3	Indemnification from SOIF III to REIT	 	24
	8.4	Limitation on SOIF III’s Liability	 	25
	8.5	Pledge Agreement	 	25
	8.6	Indemnification from REIT to Contributors	 	26
	8.7	Limitation on REIT’s Liability	 	26
	8.8	SOIF Parties’ Loan Guarantees	 	26
	8.9	Survival	 	26
	 	 	 	 
	Article 9.	MISCELLANEOUS	 	26
	 	 	 	 
	9.1	Parties Bound	 	26
	9.2	Headings; Entirety; Amendments	 	27
	9.3	Invalidity and Waiver	 	27
	9.4	Governing Law; Calculation of Time
    Periods; Time	 	27
	9.5	No Third Party Beneficiary	 	27
	9.6	Confidentiality	 	27
	9.7	Enforcement Expenses	 	27
	9.8	Notices	 	28
	9.9	Construction	 	28
	9.10	Execution in Counterparts	 	28
	9.11	Further Assurances	 	28
	9.12	Waiver of Jury Trial; Forum	 	28
	9.13	Mutual Execution	 	28
	9.14	Cooperation	 	29
	9.15	Exclusivity	 	29



 






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CONTRIBUTION AGREEMENT


SCHEDULE OF EXHIBITS AND APPENDICES


 


	Schedule 1.1	 	-	 	Contributor, Acquiror,
    Interest to be Acquired and Allocated Purchase Price
	Exhibit A	 	-	 	Property Description
	Exhibit B	 	-	 	Org Chart
	Exhibit C	 	-	 	Form of Lock-up Agreement
	Exhibit D	 	-	 	Form of Pledge Agreement
	Appendix 1.2	 	-	 	Defined Terms
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 




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CONTRIBUTION AGREEMENT


 


This Contribution
Agreement (this “Agreement”) is made as of the Effective Date (defined below), by and among BLUEROCK SPECIAL
OPPORTUNITY + INCOME FUND II, LLC, a Delaware limited liability company (“SOIF II”), BLUEROCK SPECIAL OPPORTUNITY
+ INCOME FUND III, LLC, a Delaware limited liability company (“SOIF III”) (collectively, SOIF II and SOIF III
shall be referred to herein as the “SOIF Parties” or the “Contributors,” and individually,
each is a “Contributor”) and BLUEROCK RESIDENTIAL GROWTH REIT, INC., a Maryland corporation (“REIT”).


 


RECITALS


 


A. SOIF II is a co-manager
of, and the owner and holder of a 58.6084% limited liability company interest in, BR VG Ann Arbor JV Member, LLC, a Delaware limited
liability company (“BR JV Member”). SOIF III is a co-manager of, and the owner of a 38.6084% limited liability
company interest in BR JV Member.


 


B. BR JV Member is
the owner and holder of a 50% limited liability company interest in Village Green of Ann Arbor Associates, LLC, a Michigan limited
liability company (“Village Green Titleholder”), which is the fee simple owner and holder of the Village Green
Property (as defined in Appendix 1.2).


 


C. Village Green Titleholder
is currently managed by two managers, BR JV Member (chosen by itself) and JH Village Green LLC, owner of a .50% interest in Village
Green Titleholder (“JH Manager”), chosen by Holtzman Equities #11 Limited Partnership, a Michigan limited partnership
(“Holtzman”), which owns a 49.50% interest in Village Green Titleholder. Holtzman and JH Manager (collectively,
the “Holtzman Entities”) are unrelated to SOIF II, SOIF III and BR JV Member.


 


D. The Village Green
Property is managed on a day-to-day basis by Village Green Management Company, LLC (“Property Manager”), an
affiliate of Holtzman.


 


E. REIT is the parent
and general partner of Bluerock Residential Holdings, L.P., a Delaware limited partnership (“Operating Partnership”)
and intends to conduct an underwritten public offering of its shares of Class A common stock pursuant to an effective registration
statement filed with the Securities and Exchange Commission (such underwritten public offering, the “IPO”).


 


F. Subject to, inter
alia, the completion of the IPO, SOIF II desires to contribute, and REIT desires to accept the contribution from SOIF II, of all
of SOIF II’s right, title and interest in its 58.6084% limited liability company interest in the BR JV Member free and clear
of Encumbrances (the “SOIF II Village Green Interest”), and SOIF III desires to contribute, and REIT desires
to accept the contribution from SOIF III, of all of SOIF III’s right, title and interest in its 38.6084% limited liability
company interest in the BR JV Member free and clear of Encumbrances (the “SOIF III Village Green Interest”)
(collectively, the SOIF II Village Green Interest and the SOIF III Village Green Interest shall be referred to herein as the “Village
Green Interests”), and the parties desire to amend the management structure of BR JV Member in connection therewith,
after which both SOIF II and SOIF III shall have no further right, title or interest in BR JV Member or its subsidiaries.


 


G. Through the aforesaid
contributions, and in accordance with the other terms and conditions of this Agreement, REIT intends to acquire the Village Green
Interests by directing the SOIF Parties to convey the Village Green Interests to the Operating Partnership’s wholly owned
subsidiary, BRG Ann Arbor, LLC, a Delaware limited liability company (“BRG Ann Arbor”), in consideration for
which REIT shall issue certain Class “A” unregistered shares of its common stock (collectively, the “REIT
Shares”) to Contributors, as provided herein. In consideration of REIT directing SOIF II and SOIF III to convey the
Village Green Interests to BRG Ann Arbor, the Operating Partnership shall issue to Bluerock REIT Holdings, LLC, a Delaware limited
liability company and wholly-owned subsidiary of REIT, a number of units of limited partnership interest equal to the number of
REIT Shares.


 




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


 


ARTICLE 1. SCHEDULE; DEFINITIONS; CONSIDERATION


 


1.1 Schedule.
Schedule 1.1 and the following basic terms are made a part of this Agreement:


 


	Consideration:	 	For
    the Village Green Interests, REIT shall deliver to the Contributors the consideration more fully set forth in Section 1.3,
    subject to adjustment for prorations and other adjustments as elsewhere provided herein.
	 	 	 
	Effective Date:	 	March 10, 2014
	 	 	 
	Due Diligence Period:	 	The period ending
    at 5:30 p.m. (New York, NY time) on March 21, 2014. 
	 	 	 
	Closing Date:	 	The date of the
    closing of the IPO or such other post-IPO date which has been mutually agreed upon by the REIT, SOIF II and SOIF III (collectively,
    the “Parties,” individually each a “Party”), subject to an outside closing date of June
    30, 2014, unless extended
    by mutual agreement of the Parties.
	 	 	 
	Notice Addresses:	 	See Section
    9.8 herein.


 


1.2 Definitions.
Certain terms, capitalized but not defined in the body of this Agreement or otherwise designated in Section 1.1 hereof,
shall have the meanings ascribed to them on Appendix 1.2 attached hereto.


 


1.3 Consideration.
In accordance with the Recitals set forth above, which Recitals are incorporated into this Agreement and made a part hereof, the
Contributors agree to contribute, and the REIT agrees to accept, the Village Green Interests for the consideration set forth below
(the “Consideration”) and on the terms and conditions otherwise contained in this Agreement.


 


(a)          At
Closing, provided all conditions precedent set forth herein have been satisfied, including, but not limited to the Transaction
Conditions, the SOIF Parties shall contribute, transfer, assign, convey and deliver to REIT, absolutely and unconditionally, and
free and clear of all Liens except as otherwise set forth herein, all of their respective rights, title and interests in the Village
Green Interests. The contribution and assumption of the Village Green Interests shall be evidenced by the Assignment of Interests
(as hereinafter defined).


 


(b)          REIT
agrees to deliver to each of the SOIF Parties, a number of REIT Shares (respectively, the “SOIF II Consideration”
and the “SOIF III Consideration”) determined using the following formula:


 


The number of REIT
Shares received by each Contributor shall equal the Appraised Equity Value divided by the Share Price, as rounded up to the nearest
whole number, as decreased by the number of shares payable to Bluerock Real Estate, L.L.C. or an affiliate pursuant to Section
5.4 hereof, which shares shall be directly paid to such entity.


 


For purposes of the
aforementioned formula, “Appraised Equity Value” means the proportionate value of each Contributor’s
indirect equity ownership interest in the Village Green Property, where the total equity of the Village Green Property shall be
determined by subtracting the outstanding principal balance of all debt on the Village Green Property from the appraised value
of the Village Green Property as established by a third party appraiser within six (6) months of the Closing Date.


 


For purposes of the
aforementioned formula, “Share Price” means the final per share price of Class “A” stock offered
to the public in the IPO.


 


(c)          At
Closing, the REIT shall confer upon the Contributors the benefits of its Registration Rights Agreement, dated on or before the
Closing Date (including any supplement thereto into which the Parties shall enter at Closing, the “Registration Rights
Agreement”), a copy of which shall be delivered to the Contributors promptly after the execution hereof and shall be
thereafter negotiated between the Parties in good faith.


 




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1.4         Securities
Law Matters and Contributors’ Tax Acknowledgment.


 


(a)          Securities
Law Matters. In acquiring the REIT Shares and engaging in this transaction, none of the Contributors is relying upon any representations
made to it by the REIT, or any of the partners, officers, employees, affiliates or agents of the REIT, Operating Partnership or
BRG Ann Arbor, except with respect to any representations set forth in this Agreement (as such representations may be modified
in accordance with the terms of this Agreement). Each such Contributor is aware of the risks involved in investing in the REIT
Shares. Each such Contributor has had an opportunity to ask questions of, and to receive answers from, the REIT or a person or
persons authorized to act on its behalf, concerning the terms and conditions of this investment and the financial condition, affairs,
and business of the REIT. Each such Contributor confirms that all documents, records, and information pertaining to its investment
in the REIT that have been requested by it, including a complete copy of the organizational documents of the REIT, have been made
available or delivered to it prior to the date hereof. Each Contributor represents and warrants that it has reviewed such documents
and information as Contributor has deemed appropriate, and made its own investigation into the business, prospects, operations,
property, financial and other condition and creditworthiness of the REIT.


 


Each Contributor understands
that the REIT Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”),
or any state securities acts and are instead being offered and sold in reliance on an exemption from such registration requirements.
The REIT Shares are being acquired by each Contributor solely for its own account, for investment, and are not being acquired
with a view to, or for resale in connection with, any distribution, subdivision, or fractionalization thereof, in violation of
such laws, and no Contributor has any present intention to enter into any contract, undertaking, agreement or arrangement with
respect to any such resale. Each Contributor understands that the REIT’s Charter Documents will impose certain restrictions
with respect to the transfer of the REIT Shares and, if the REIT elects to issue stock certificates for the REIT Shares, the certificates
will contain, in addition to any other legend required to be set forth on the certificate by the REIT’s Charter Documents,
the following legend reflecting the requirement that the REIT Shares cannot be resold without registration under such laws or
the availability of an exemption from such registration:


 


THE SECURITIES EVIDENCED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT
BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO BLUEROCK
RESIDENTIAL GROWTH REIT, INC., AN OPINION OF COUNSEL SATISFACTORY TO BLUEROCK RESIDENTIAL GROWTH REIT, INC. TO THE EFFECT THAT
THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.


 


Each Contributor is
an “accredited investor” as that term is defined in Rule 501 of Regulation D under the Securities Act. Each Contributor
acknowledges that the acquisition of the Village Green Interests by the REIT or its affiliates is in connection with the consummation
of the IPO and the satisfaction of the conditions set forth herein.


 


(b)          Contributors’
Tax Acknowledgment. Each Contributor represents and warrants that it has obtained from its own counsel advice regarding the
tax consequences of (i) the transfer of Contributor’s Village Green Interests to the REIT, and its receipt of the Consideration
as consideration therefor, (ii) each Contributor’s receipt of the allocated REIT Shares; and (iii) any other transaction
contemplated by this Agreement. Each Contributor acknowledges and understands that the contribution transactions contemplated
by this Agreement will be treated as a taxable sale of each Contributor’s respective Village Green Interests in exchange
for the respective Consideration received by each such Contributor. Each Contributor further represents and warrants that it has
not relied on the REIT, the Operating Partnership, any other Contributor or any such party’s respective affiliates, representatives,
counsel or other advisors and their respective representatives for such tax advice.


 




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1.5 Descriptive
Headings; Word Meaning. The descriptive headings of the paragraphs of this Agreement are inserted for convenience only
and shall not control or affect the meaning or construction of any provisions of this Agreement. Words such as “herein,”
“hereinafter,” “hereof” and “hereunder” when used in reference to this Agreement, refer to
this Agreement as a whole and not merely to a subdivision in which such words appear, unless the context otherwise requires. The
singular shall include the plural and the masculine gender shall include the feminine and neuter, and vice versa, unless the context
otherwise requires. The word “including” shall not be restrictive and shall be interpreted as if followed by the words
“without limitation.”


 


ARTICLE 2. INSPECTION


 


2.1 Due Diligence;
Inspection. REIT shall have the Due Diligence Period in which to examine and inspect the Village Green Interests, BR JV
Member, Village Green Titleholder (collectively, BR JV Member and Village Green Titleholder shall be referred to herein as the
“Companies”) and the Property to determine, in its sole discretion, whether the Village Green Interests, the
Companies and the Property are satisfactory to the REIT. The REIT and other parties designated by it (collectively, “REIT’s
Representatives”) shall have reasonable access to all books and records for the Property and the Companies that are
in Contributors’ possession or control for the purpose of conducting due diligence and shall, subject to the rights of tenants
under Leases, be able to conduct and complete such surveys, inspections and tests (including reasonable intrusive inspection and
sampling), as may be required by the REIT, subject to the limitations set forth herein. In the course of its investigations, but
subject to the provisions of Section 9.6, the REIT may make inquiries to third parties, including, without limitation,
municipal, local and other government representatives.


 


If any inspection
or test damages the Property, REIT will promptly restore at its sole expense the Property to its condition immediately prior to
any such inspection or test. Notwithstanding the foregoing, REIT shall not conduct any soil borings, core samples or other invasive
testing without the prior written consent of Contributors (and also without the prior written consent of the Holtzman Entities
to the extent Contributors determine such consent must be obtained), which consent by Contributors will not be unreasonably withheld,
delayed or conditioned and which shall be deemed given by Contributors unless the Contributors provide written notice of objection
to REIT, specifying the basis for such objection, within three (3) days after submission by REIT of a written request for such
testing. REIT shall indemnify, defend, and hold Contributors, Village Green Titleholder, the Holtzman Entities and Property Manager
harmless from any liens arising out of its inspections as well as any claims asserted by third parties against Contributors, Village
Green Titleholder, the Holtzman Entities or Property Manager (other than those arising out of the gross negligence or willful
misconduct of Contributors, Village Green Titleholder, the Holtzman Entities and Property Manager or any of their respective Affiliates
(other than REIT, its Subsidiaries and its Advisor) to recover for personal injury or property damage as a result of REIT’s
or REIT’s Representatives’ entry onto the Property; provided, however, the indemnity shall not extend to protect Contributors,
Village Green Titleholder, the Holtzman Entities and Property Manager from any pre-existing liabilities for matters merely discovered
by REIT (i.e., latent environmental contamination) so long as REIT’s actions do not intentionally exacerbate such pre-existing
liability. REIT shall procure and continue in force from and after the date REIT and REIT’s Representatives first enter
the Property, and continuing throughout the term of this Agreement, liability insurance of not less than $1,000,000. Prior to
entering the Property, REIT shall provide to Contributors a certificate of insurance evidencing such coverage and naming Village
Green Titleholder and Property Manager as additional insured parties. REIT’s obligations under this Section 2.1 shall
survive the termination of this Agreement for a period of twelve (12) months.


 


2.2 Contributor’s
Delivery of Specified Documents. Upon REIT’s written request, Contributors or their agents shall provide, subject
to the provisions of Section 9.6, the REIT with access to a virtual data room containing any reasonable information sought
by REIT (and not otherwise already in REIT’s possession) with respect to the Village Green Interests, the Companies and
the Property. Information concerning the Property shall collectively be referred to herein as the “Property Information”,
and information concerning the Village Green Interests and the Companies shall collectively be referred to herein as the “Company
Information”. During the pendency of this Agreement, (i) Contributors shall post in the virtual data room any document
described above as and when it comes into Contributors’ possession or control or is produced by Contributors, after the
initial delivery of the Property Information; and (ii) Contributors shall endeavor to keep REIT reasonably informed as to the
material operation of the Property, and at the written request of the REIT, shall post in such virtual data room copies of leasing
status reports, operating statements and other management reports with respect to the Property prepared in the ordinary course
of business. Without limiting the foregoing, Contributors shall make all other documents, files and information requested by REIT
(and not otherwise already in REIT’s possession) concerning the Property and the Companies in the possession or control
of Contributors available for REIT’s inspection in such virtual data room or such other location as the parties may reasonably
agree.


 




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2.3 Title and
Survey. REIT, at its own expense, may, during the Due Diligence Period, order (i) any owner lien searches (or other title
updates) with respect to the Property, (ii) such surveys or updates to existing surveys with respect to the Property as it desires
and (iii) such UCC, judgment, and tax lien searches with respect to Contributors, the Companies and the Property as it desires.
Contributors shall cooperate and shall cause other parties to cooperate with REIT’s inspections under this Section.


 


2.4 Objection
Notice. If REIT is not satisfied in its sole discretion with any of its inspections, reviews or with any other matter
concerning the Property or the Companies, REIT may, either (i) on or prior to the expiration of the Due Diligence Period, terminate
this Agreement by notice to the Contributors, in which event no party shall have further obligations hereunder, except for the
payment of certain expenses pursuant to Section 5.3 and except with respect to the indemnity and defense provisions of
Section 2.1, or (ii) on or prior to March 18, 2014, raise certain objections by providing notice to Contributors in writing
(the “Objection Notice”), which Objection Notice may, at REIT’s option, specify in reasonable detail
which matters (collectively, the “Objections”) REIT does not find satisfactory with respect to the Property
and the Companies.


 


If REIT timely provides
an Objection Notice, then the applicable Contributor shall have two (2) Business Days after receipt of such Objection Notice to
notify REIT in writing as to whether it intends to remove, or cause to be corrected to REIT’s reasonable satisfaction prior
to Closing, any of such Objections, and removal or correction of any such Objections which the applicable Contributor elects to
remove or correct (or is obligated to remove or correct hereunder) shall be a condition to REIT’s obligation to close (collectively,
“Mandatory Cure Items”). Anything herein to the contrary notwithstanding, Contributors shall not have any obligation
to remove or correct any Objections other than voluntary Encumbrances of the Village Green Interests or the Property (but not
including liens and security interests securing the Loans), or any other Objections which any Contributor elects to cure as provided
above, all of which shall be removed by such Contributor on or before Closing. The Closing Date may be extended if needed to allow
sufficient time for Contributors to remove or cure such Mandatory Cure Items. The foregoing notwithstanding, Contributors shall
be required to (i) remove any mechanic’s or material liens encumbering the Property or (ii) cause such liens to be bonded
over or secured to REIT’s reasonable satisfaction.


 


If Contributors do
not elect in writing within such two (2) Business Day period to remove or correct any Objection to REIT’s reasonable satisfaction,
then REIT (i) shall elect by written notice to Contributors, on or prior to the expiration of the Due Diligence Period, to terminate
this Agreement and neither party shall have any further obligations hereunder, except for the payment of certain expenses pursuant
to Section 5.3 and except with respect to the indemnity and defense provisions of Section 2.1, or (ii) shall accept
the Village Green Interests and the Property subject to any Objections (other than Mandatory Cure Items), and proceed to close
as to all of the Village Green Interests, with the further right to deduct from the Consideration amounts required to remove any
Mandatory Cure Items that are liens of an ascertainable amount and that are not removed by Contributors on or before Closing.


 


If this Agreement
is not terminated on or prior to the expiration of the Due Diligence Period, then REIT shall proceed to close under this Agreement
subject only to the satisfaction of REIT’s closing conditions set forth in Section 4.2 of this Agreement.


 


ARTICLE 3. OPERATIONS AND RISK OF LOSS


 


3.1 Ongoing
Operations. From the Effective Date through the Closing Date:


 


(a) Operation of
Property. Contributors shall use Commercially Reasonable Efforts to cause Village Green Titleholder to maintain the Property
in substantially its current condition, subject to ordinary wear and tear, natural deterioration and obsolescence between the
Effective Date and the Closing Date, and in material compliance with all applicable Laws. Except as necessary to comply with the
preceding sentence or to make the Real Property suitable for use by new tenants, Contributors shall not make or permit any material
alterations to the Property or any portion thereof without REIT’s prior written consent, which shall not be unreasonably
withheld, conditioned or delayed. Contributors will use Commercially Reasonable Efforts to cause each Company to perform its material
obligations under all Leases, Service Contracts and other agreements that may affect it or the Property or the Village Green Interests.
Contributors will not remove or permit the removal of any Personal Property except as may be required for necessary repair or
replacement, and repair and replacement shall be of equal quality and quantity as existed as of the time of its removal. Contributors
and their respective employees, agents or contractors, shall not knowingly or intentionally take or permit to be taken any action
that causes such Contributor’s representations or warranties hereunder to become materially untrue or that causes one or
more of REIT’s conditions to Closing to be unsatisfied or knowingly or intentionally fail to take any action within its
actual control that is required to cause such Contributor’s representations and warranties hereunder to be true in all material
respects.


 




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(b) New Contracts
and Exclusivity. Contributors shall not, and shall not knowingly or intentionally cause or permit any of Companies to, (i)
without REIT’s prior written consent (which may be withheld in REIT’s reasonable discretion through to the expiration
of the Due Diligence Period and in REIT’s sole discretion after the end of the Due Diligence Period), amend, grant concessions
or waivers regarding or under, or enter into any material contract or other agreement that will be an obligation affecting any
of the Companies or the Property after Closing or binding on any of the Companies after Closing, except Leases or Service Contracts
in the ordinary course of business consistent with past practices (and consistent with then-current concessions and parameters)
and contracts terminable by any of the Companies without penalty on no later than 60 days’ notice or (ii) list the Village
Green Interests or the Property with any broker or otherwise solicit, negotiate or accept any offers to sell all or any part of
the Village Green Interests or the Property or any interest therein or in any of the Subsidiaries. If REIT fails to respond to
a request of any Contributor for consent required by Section 3.1(b)(i) within five (5) days after REIT’s receipt
of such Contributor’s written request and all information reasonably required in order to make an informed decision, REIT
shall (A) prior to the expiration of the Due Diligence Period, be deemed to have consented to Contributor taking such proposed
action and (B) after the expiration of the Due Diligence Period, be deemed to have objected to such proposed action.


 


(c) Maintenance
of Permits and Insurance. Contributors shall use Commercially Reasonable Efforts to cause each of the Companies to maintain
in existence all licenses, permits and approvals necessary or reasonably appropriate to the ownership, operation or improvement
of their own legal status and the Property as well as all insurance currently affecting the Property.


 


(d) Leasing.
Contributors shall not, and shall not knowingly or intentionally, cause or permit Village Green Titleholder or BR JV Member to
enter into any Leases, or grant any lease concessions, incentives or waivers, except in the ordinary course of business consistent
with past practices.


 


(e) Loan Documents.
Contributors will use Commercially Reasonable Efforts to cause the Companies to timely comply with all of the terms and conditions
of the Loan Documents. Except for any amendments expressly contemplated hereby or unless necessary to avoid or cure any default
thereunder or unless required by any Lender, Contributors shall not knowingly or intentionally cause or permit any of the Companies
to amend or terminate the Loan Documents without REIT’s prior written consent (which may be withheld in REIT’s reasonable
discretion prior to the expiration of the Due Diligence Period and in REIT’s sole discretion after the end of the Due Diligence
Period).


 


(f) Property Encumbrances.
Except for any liens and security interests securing the Loans or any liens resulting from REIT’s (or REIT’s Representatives’)
activities at or on the Property pursuant to this Agreement, Contributors shall not create or acquiesce to the creation of, and
shall not knowingly or intentionally permit Village Green Titleholder to create or acquiesce to the creation of, any Encumbrances
to title with respect to the Property other than the Existing Title Exceptions with respect to the Property, without in each case
the prior written consent of REIT, which consent may not be unreasonably withheld, conditioned or delayed prior to the expiration
of the Due Diligence Period, but which may be withheld in REIT’s sole discretion following the expiration of the Due Diligence
Period.


 


(g) Ownership Interests.
Contributors shall not, and shall not knowingly or intentionally permit the Companies to, sell, assign, convey, transfer, pledge,
hypothecate or otherwise Encumber any membership or partnership interest in any of the Companies, other than the assignment of
the Village Green Interests pursuant to this Agreement. Any such action taken by the Holtzman Entities shall be outside of the
scope of this Agreement.


 




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3.2 Damage.
Risk of loss up to and including the Closing Date shall be borne by Contributors. Contributors shall promptly give REIT written
notice of any damage to the Property, describing such damage, stating whether such damage and loss of rents is covered by insurance
and the estimated cost of repairing such damage. In the event of any “Material Damage” (described below) to the Property,
REIT may, at its option, by written notice to Contributors given within three (3) Business Days after Contributors have provided
the above described notice (and if necessary the Closing Date shall be extended to give REIT the full three (3) Business Day period
to make its election) to: (i) terminate this Agreement, or (ii) proceed under this Agreement and receive a credit at Closing for
Contributors’ applicable interest of any applicable deductible amount under any insurance policies. If REIT fails to timely
make such election, REIT shall be deemed to have elected to terminate this Agreement. If the Property is not Materially Damaged,
then (x) REIT shall not have the right to terminate this Agreement and (y) at Closing, REIT shall receive a credit for Contributors’
applicable interest of any applicable deductible amount under said insurance policies and any uninsured loss. “Material
Damage” and “Materially Damaged” means, with respect to the Property, damage which in REIT’s
and Contributors’ reasonable estimation (based on a third party report, prepared by a qualified third party, that is mutually
acceptable to REIT and Contributors, each acting in its reasonable discretion) exceeds $100,000 to repair. Such third party report
shall not be required where it is evident that such damage will not exceed $100,000 to repair.


 


3.3 Condemnation.
In the event any proceedings in eminent domain are threatened in writing or instituted against any portion of the Property by
any Governmental Authority having the power of eminent domain, this Agreement shall automatically terminate.


 


3.4 Certain
Tax Matters.


 


(a)          Between
the Effective Date and the Closing Date, Contributors shall give, subject to the provisions of Section 9.6 below, REIT
and REIT’s Representatives full access at their own expense to all books, records and tax returns of or relating to the
Village Green Interests, whether in possession of Contributors or any of their Affiliates or any third-party professional advisor
or representative of Contributors, in order that REIT may have full opportunity to make such investigations as they shall desire
to make of the Village Green Interests for tax purposes. Contributors shall use Commercially Reasonable Efforts to cause all of
their respective third-party advisors and representatives, including without limitation accountants and attorneys, to fully cooperate
and be available to REIT (at its sole expense) in connection with such investigation.


 


(b)          The
parties will account for the transactions contemplated hereby for all purposes (including GAAP and tax accounting) as a contribution
by the Contributors of their membership interests in BR JV Member to the REIT in a taxable transaction for U.S. federal income
tax purposes.


 


ARTICLE 4. CLOSING


 


4.1 Closing.
The Closing shall occur on the Closing Date. The transactions described herein shall be closed by means of concurrent delivery
of the documents of title, transfer of interest and the Consideration. Closing shall take place at the offices of Kaplan Voekler
Cunningham & Frank, PLC, 1401 East Cary Street, Richmond, Virginia 23219, or such place as the parties hereto may agree upon.
If the Closing has not occurred on or before June 30, 2014 (except as such date may be further extended by mutual agreement
of the Parties), this Agreement shall expire and terminate with no further action required, subject only to the provisions hereto
which expressly survive termination.


 


4.2 Conditions
to the Parties’ Obligations to Close.


 


(a)          Transaction
Conditions.


 


A. As a condition
to REIT’s obligation to close, any notice to the Lender to the conveyance of the Village Green Interests as a permitted
transfer required under any of the Loan Documents shall have been delivered to Lender in accordance with the applicable Loan Documents,
and any terms and conditions imposed by any such Lender in connection with the conveyance shall be satisfactory to the REIT in
its sole discretion.


 




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B. As a condition
to REIT’s obligation to close, the REIT or its direct or indirect owners or subsidiaries may be obligated to assume personal
liability for certain undertakings under the Loan Documents, as reasonably required by Lender as a condition to granting its consent
to the proposed transfer. However, none of the REIT or any of its direct or indirect owners shall be obligated to assume any liabilities
directly related to the Village Green Interests, and at Closing all of the Village Green Interests will be free from third-party
loans and security interests, including without limitation any lien arising under the KeyBank Line of Credit, but will remain
subject to the Loans and all liens and security interests associated therewith.


 


C. As a condition
to REIT’s obligation to close, as of the Closing Date, there shall not exist any uncured event of default under the Loan
Documents and Village Green Titleholder shall have paid in full all interest and other amounts (including, without limitation,
installments of principal and interest and any applicable fees, charges or penalties) that are then due and payable under the
Loan Documents to which it is a party at or prior to Closing.


 


D. As a condition
to REIT’s obligation to close, as of the Closing Date, the REIT shall have completed its IPO (“IPO Completion”).


 


E. As a condition
to REIT’s obligation to close, as of the Closing Date, the Holtzman Entities, or its successors or assigns, shall have agreed
to modify the terms and conditions of the Village Green Titleholder’s operating agreement or limited liability company agreement
(the “Village Green Titleholder Operating Agreement”) relative to control of the entity to the satisfaction
of the REIT in its sole discretion.


 


The conditions precedent set forth in
this Section 4.2(a), are referred to collectively in this Agreement as the “Transaction Conditions”.
If REIT does not exercise its right to terminate this Agreement on or before the expiration of the Due Diligence Period pursuant
to Section 2.4, following the expiration of the Due Diligence Period, Contributors shall use Commercially Reasonable Efforts
to cause the Transaction Conditions (other than the IPO Completion) to be satisfied and REIT agrees to cooperate in good faith
and with reasonable diligence with such efforts (and to use Commercially Reasonable Efforts to cause the IPO Completion to occur).
At Closing, REIT shall pay to Contributors (or reimburse Contributors, as applicable, with respect to) (i) any and all payments
required to be made to or on behalf of any Lender in order to procure its consent to this transaction and (ii) any and all of
the reasonable legal fees of counsel incurred in connection with satisfaction of the Transaction Conditions in Section 4.2(a)(A).
REIT shall have the right to participate with Contributors in respect to negotiation with each Lender concerning satisfaction
of the Transaction Conditions.


 


(b) Title.
It shall be a condition to REIT’s obligation to close that title to the Property is vested of record in Village Green Titleholder
on the Closing Date, subject only to the Permitted Exceptions and any liens resulting from REIT’s (or REIT’s Representatives’)
activities at or on the Property pursuant to this Agreement.


 


(c) Mutuality of
Obligations to Close. The obligation of each Party to consummate the Closing shall be contingent upon the satisfaction of
all conditions precedent to such Party’s obligation to close.


 


(d) Performance
Conditions. The obligation of Contributors to consummate the Closing shall be contingent upon the following: (i) the REIT’s
representations and warranties contained herein shall be true and correct in all material respects as of the date of this Agreement
and the Closing Date, except to the extent the inaccuracy of which would not have a Material Adverse Effect, without giving effect
to any knowledge based qualifications; (ii) as of the Closing Date, the REIT shall have performed its obligations hereunder that
are to be performed on or prior to the Closing Date and all deliveries to be made at or prior to the Closing Date (including,
without limitation, delivery of the Consideration) shall have been tendered; and (iii) the Closing Date shall be no later
than June 30, 2014,  unless such date is mutually extended by the Parties. The obligation of REIT to consummate the Closing
shall be contingent upon the following: (x) the Contributors’ representations and warranties contained herein shall be true
and correct in all material respects as of the date of this Agreement and the Closing Date, except to the extent the inaccuracy
of which would not have a Material Adverse Effect, without giving effect to any knowledge based qualifications; and (y) as of
the Closing Date, Contributors shall have performed their obligations hereunder that are to be performed on or prior to the Closing
Date and all deliveries to be made at or prior to the Closing Date shall have been tendered (other than the failure by Contributors
to provide or make available any immaterial document or information in accordance with Section 2.2).


 




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(e) Other Mutual
Conditions. The obligation of the respective Contributor, on the one hand, and the REIT, on the other hand, to consummate
the Closing shall be contingent upon the following: (i) there shall exist no actions, suits, arbitrations, claims, attachments,
proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings pending against
any other Party that would have Material Adverse Effect on the operation or value of the Property (or with respect to REIT’s
obligation to close, any of the Companies) or the other Party’s ability to perform its obligations under this Agreement;
and (ii) all other conditions set forth in this Agreement to the other Party’s obligation to close shall have been satisfied
or waived in writing by such other Party.


 


(f) Uncured Violations.
As a condition to REIT’s obligation to close, there shall be no notice issued after the expiration of the Due Diligence
Period of any material violation or alleged material violation of any applicable Law, with respect to the Property or any of the
Companies, which has not been corrected to the reasonable satisfaction of REIT.


 


(g) Failure of
Condition. So long as a Party is not in default hereunder beyond any applicable notice and cure periods, if any condition
to such Party’s obligation to proceed with the Closing set forth in this Agreement has not been satisfied as of the Closing
Date (as it may have been mutually extended by the Parties), such Party may, in its sole discretion, (i) terminate this Agreement
in whole by delivering written notice to the other Party on or before the Closing Date, or (ii) elect on or before the Closing
Date to effect the Closing, notwithstanding the non-satisfaction of such condition, in which event such Party shall be deemed
to have waived any such condition. Any failure of a Party to make an election on or before the Closing Date under clauses (i)
or (ii) above, shall be deemed an election under clause (i) above.


 


4.3 Contributors’
Deliveries. On or before the Closing Date, the Contributors shall deliver or cause to be delivered directly to REIT the
following, each such document being duly executed and, where appropriate, in recordable form and notarized:


 


(a) Assignment
of Interest. Two counterparts of an assignment of the SOIF II Village Green Interests and the SOIF III Village Green Interests
in form reasonably satisfactory to REIT, executed by the Contributors and BR JV Member, which assignment shall include, but not
be limited to, all ownership and possession of and all voting rights and interests in the capital, profits and losses of the Village
Green Interests plus any property distributable therefrom (the “Assignment of Interests”);


 


(b) FIRPTA.
The certification of the Contributors as to non-foreign status (the “FIRPTA Certificate”);


 


(c) Authority.
Evidence of the existence, organization and authority of the Contributors and of the authority of the persons executing documents
on behalf of the Contributors reasonably satisfactory to REIT;


 


(d) Transaction
Condition Documents. Such documents and deliveries from or on behalf of Contributors or Village Green Titleholder or Affiliate
of any of them as may be reasonably required to satisfy the Transaction Conditions;


 


(e) Bring-Down
Certificate. A written certification by the Contributors to REIT certifying that the Contributors’ representations and
warranties in Article 6 of this Agreement are true and correct in all material respects as of the Closing Date, except
as expressly disclosed in such certificate and except to the extent the inaccuracy of which would not have a Material Adverse
Effect;


 


(f) Amended Operating
Agreement. An amended Village Green Titleholder Operating Agreement in accordance with Section 4.2(a)(E) above, duly
executed by the Holtzman Entities, the SOIF Parties and BR JV Member, which has been approved in writing by the REIT;


 


(g) Updated Rent
Roll and Schedule of Service Contracts. An updated Rent Roll and updated schedule of Service Contracts, dated not earlier
than 10 days prior to the Closing Date;


 


(h) Lock-up Agreement.
The Lock-up Agreement, signed by or on behalf of the SOIF Parties and the parties identified in Section 5.4 hereof, substantially
in the form attached hereto as Exhibit C;


 


(i) Pledge Agreement.
The Pledge Agreement (as hereinafter defined), executed by or on behalf of the SOIF Parties, substantially in the form attached
hereto as Exhibit D;


 




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(j) Registration
Rights Agreement. The Registration Rights Agreement executed by or on behalf of the SOIF Parties; and


 


(k) Other Deliveries.
Such other documents, certificates and instruments reasonably necessary in order to effectuate the transactions described herein,
including without limitation, transfer tax declarations, broker lien waivers, and any other Closing deliveries required to be
made by or on behalf of the Contributors.


 


4.4 REIT’s
Deliveries. On or before the Closing Date, REIT shall deliver or cause to be delivered to the Contributors the following,
each such document being duly executed and, where appropriate, in recordable form and notarized:


 


(a) Assignment
of Interests. Two counterparts of the Assignment of Interests;


 


(b) Authority.
Evidence of the existence, organization and authority of REIT and of the authority of the persons executing documents on behalf
of REIT reasonably satisfactory to the Contributors;


 


(c) Transaction
Condition Documents. Such documents and deliveries from or on behalf of REIT, Operating Partnership, BRG Ann Arbor or Affiliate
of any of them as may be reasonably required to satisfy the Transaction Conditions;


 


(d) Bring-Down
Certificate. A written certification by REIT to the Contributors certifying that REIT’s representations and warranties
in Article 6 of this Agreement are true and correct in all material respects as of the Closing Date, except as expressly
disclosed in such certificate and except to the extent the inaccuracy of which would not have a Material Adverse Effect;


 


(e) Consideration.
The Consideration for the Village Green Interests, plus or minus applicable prorations and adjustments as provided herein;


 


(f) Guaranty Indemnity
and other Agreements. The SOIF Parties’ Guaranty Indemnity (as defined below) and the Registration Rights Agreement,
each executed by the REIT;


 


(g) Pledge Agreement.
The Pledge Agreement (as hereinafter defined), executed by or on behalf of the REIT, substantially in the form attached hereto
as Exhibit D; and


 


(h) Other Deliveries.
Such other documents, certificates and instruments reasonably necessary in order to effectuate the transactions described herein,
including without limitation, transfer tax declarations, broker lien waivers, and any other Closing deliveries required to be
made by or on behalf of REIT.


 


4.5 Closing
Statements. On or before the Closing Date, the Contributors and REIT shall execute closing statements consistent with
this Agreement.


 


ARTICLE 5. PRORATIONS; COSTS


 


5.1 Prorations.
REIT and Contributors agree to use customary commercially reasonable practices to determine all prorations and adjustments to
be made between REIT and Contributors at Closing. Contributors shall be entitled to all income, and be liable for all expenses,
associated with the Village Green Interests arising prior to the Closing. REIT shall be entitled to all income, and be liable
for all expenses, associated with the Village Green Interests arising on or after the Closing.


 


5.2 Post-Closing
Corrections. Either Party shall be entitled to a post-Closing adjustment for any incorrect proration or adjustment, provided
such adjustment is claimed by such Party within twelve months after Closing. The provisions of this Section 5.2 shall survive
the Closing.


 




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5.3 Costs; Transfer
Taxes. In addition to the other costs and expenses specified herein, REIT shall pay (i) the cost of any updated title
reports, (ii) the costs of any survey updates or new surveys obtained by REIT, (iii) other costs associated with REIT’s
due diligence activities and (iv) any Transfer Taxes due and payable with respect to the conveyance of the Village Green Interests.
In addition to the other costs and expenses specified herein, Contributors shall pay the cost of removing any Encumbrances directly
on the Village Green Interests. Except as provided in Section 4.2(a), Section 7.1, Section 7.2, Section
8.1, Section 8.3, Section 8.6 and Section 9.7 of this Agreement, or in any other document or instrument executed
pursuant to this Agreement, each Party shall be responsible for their own attorneys’ and other professional fees. Contributors
and REIT shall execute any required city, county and state Transfer Tax or other declarations.


 


5.4 Sales Commissions;
Disposition Fee. Contributors and REIT represent and warrant each to the other that they have not dealt with any real
estate broker or sales person in connection with this transaction. In the event of any claim for broker’s or finder’s
fees or commissions in connection with the negotiation, execution or consummation of this Agreement or the transactions contemplated
hereby, each Party shall indemnify, defend and hold harmless the other Party from and against any such claim based upon any actual
or alleged statement, representation or agreement of the indemnifying party. Notwithstanding the foregoing, Contributors and REIT
each acknowledge that BR SOIF II Manager, LLC (for SOIF II), BR SOIF III Manager, LLC (for SOIF III) or other affiliate(s) of
Bluerock Real Estate, L.L.C. (“Bluerock”), are entitled to and shall receive at Closing an aggregate disposition
fee of $505,248 in connection with the sale of the Village Green Interests, which shall be payable in the form of shares of the
REIT’s Class A common stock, which shares would otherwise be issued to Contributors pursuant to Section 1.3 hereof,
so long as such issuance would not result in a violation of the stock ownership limits set forth in REIT’s Charter Documents;
if such violation was to occur, then the same would be payable in cash. The number of shares of Class A common stock to be tendered
to BR SOIF II Manager, LLC, BR SOIF III Manager, LLC or other Bluerock affiliate shall be calculated by dividing the amount of
such disposition fee by the Share Price (the “Disposition Fee Shares”). The Disposition Fee Shares shall be
subject to the Lock-up Agreement. Additionally, Contributors and REIT each acknowledge that, in connection with acquisition of
the Village Green Interests, Bluerock Multifamily Advisor, LLC is entitled to and shall receive at Closing an acquisition fee
of $701,176, which shall be payable in the form of the Operating Partnership’s long-term incentive plan units (the “LTIP
Units”), with the number of LTIP Units to be calculated by dividing the amount of such acquisition fee by the Share
Price. Contributors shall bear no responsibility for the payment of such stated acquisition fee. The LTIP Units shall be subject
to the Lock-up Agreement. This provision shall survive the Closing and any termination of this Agreement.


 


5.5 Excluded
Obligations and Assets.


 


(a) Contributor
Obligations. Neither REIT nor any of its direct or indirect owners or Subsidiaries shall be obligated to assume any liabilities
directly related to Village Green Interests (other than any obligations applicable to the owner of the Village Green Interests
under the Charter Documents of BR JV Member from and after the Closing Date), and at Closing all of such Village Green Interests
will be free from third-party loans and security interests, including without limitation any lien arising under the KeyBank Line
of Credit, but will remain subject to the Loans and all liens and security interests associated therewith.


 


(b) Survival.
The provisions of this Section 5.5 shall survive Closing indefinitely and shall not be subject to the limitations set forth
in Section 6.8 or Article 8.


 


ARTICLE 6. REPRESENTATIONS AND WARRANTIES


 


6.1 Contributors’
Representations and Warranties as to each Contributor. As a material inducement to REIT to execute this Agreement and
consummate the Closing, each Contributor represents and warrants to REIT with respect to itself, and only itself except as otherwise
noted, that:


 


(a) Contributor has
been duly formed or organized as a limited liability company, is validly existing and is in good standing in the State of Delaware,
and is authorized to exercise all its limited liability company powers, rights and privileges.


 




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(b) Contributor has
the power and authority, under its Charter Documents, to own and operate its assets, to carry on its business as now conducted,
and to enter into and perform its obligations under this Agreement.


 


(c) All manager, member,
or other action on the part of Contributor necessary for Contributor’s authorization, execution and delivery of this Agreement,
and the performance of all obligations of Contributor hereunder and the completion of the Closing pursuant hereto, has been taken
or will be taken prior to the Closing. This Agreement constitutes a legally binding and valid obligation of Contributor, enforceable
against Contributor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity,
including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in
a proceeding at law or in equity).


 


(d) The execution
and delivery of this Agreement by Contributor and the performance by Contributor and the Companies of their respective obligations
pursuant hereto will not result in any material violation of, be in conflict with, or constitute a material default under, with
or without the passage of time or the giving of notice: (x) any provision of Contributor’s or the Companies’ Charter
Documents as such documents exist immediately prior to the Closing; (y) any provision of any judgment, decree or order to which
Contributor or any of the Companies is a party or by which any of them or their respective property or assets are bound; or (z)
any statute, rule or governmental regulation applicable to Contributor or the Companies, or their respective property or assets.


 


(e) The execution
and delivery of this Agreement by Contributor and the performance by Contributor of its obligations pursuant hereto will not result
in any material violation of, be in material conflict with, or constitute a material default under, with or without the passage
of time or the giving of notice, any material contract or agreement to which Contributor is a party or by which it is bound, assuming
the satisfaction of the Transaction Conditions.


 


(f) The execution,
delivery and performance by Contributor of this Agreement does not require the consent, approval, notice, clearance, waiver, order
or authorization of any Person or Governmental Authority that has not been obtained or given, except as related to the
satisfaction of the Transaction Conditions (or in the case of KeyBank, will be obtained prior to Closing or the need for such
consent of KeyBank will be rendered moot as of Closing).


 


(g) There is no action,
suit, proceeding or investigation pending or, to the knowledge of Contributor, threatened in writing against Contributor that
challenges the validity of this Agreement or the right of Contributor to enter into this Agreement, or that might result, either
individually or in the aggregate, in Contributor’s inability to perform its obligations under this Agreement. There is no
material judgment, decree or order of any court, arbitrator, tribunal or governmental or similar authority in effect against Contributor
or any of the Companies, and neither Contributor nor any of the Companies is in material default with respect to any order or
any court, arbitrator, tribunal or governmental or similar authority binding upon Contributor or any of the Companies or by which
any of them or their respective property or assets are bound, that would prevent Contributor from performing its obligations under
this Agreement.


 


(h) Contributor is
not acting on behalf of (i) an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), (ii) a “plan” within the meaning of Section
4975 of the Internal Revenue Code of 1986, as amended or (iii) an entity deemed to hold “plan assets” within the meaning
of 29 C.F.R. §2510.3-101 of any such employee benefit plan or plans.


 


(i) Contributor is
not acting, directly or to its knowledge indirectly for, or on behalf of, any person, group, entity or nation named by any Executive
Order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit,
Threaten to Commit, or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated
National and Blocked Person,” or other banned or blocked person, entity, or nation pursuant to any Law that is enforced
or administered by the U.S. Office of Foreign Assets Control, and is not engaging in the transactions described herein, directly
or to its knowledge indirectly, on behalf of, or instigating or facilitating the transactions described herein, directly or to
its knowledge indirectly, on behalf of, any such person, group, entity or nation.


 


(j) Contributor is
not insolvent and will not become insolvent by executing or performing its obligations under this Agreement or the documents to
be executed in connection herewith.


 




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(k) Contributor is
acquiring the REIT Shares for its own account for investment purposes only and not with a view to the distribution (as such term
is used in Section 2(11) of the Securities Act) thereof. Contributor understands that the REIT Shares have not been registered
under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or an exemption from registration
is available. Contributor is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under
the Securities Act).


 


6.2 SOIF II’s
Representations and Warranties as to SOIF II Village Green Interest and the Companies. As a material inducement to REIT
to execute this Agreement and consummate the Closing, SOIF II represents and warrants to REIT with respect to the SOIF II Village
Green Interest and the Companies that:


 


(a) Each of the Companies
is duly formed as a limited liability company, is validly existing and is in good standing under the laws of the State of Delaware
and is authorized to exercise all of its limited liability company powers, rights and privileges.


 


(b) Village Green
Titleholder is qualified to do business in and is in good standing in the state where the Property is located.


 


(c) SOIF II is the
owner and holder of 58.6084% of the limited liability company interests in BR JV Member. BR JV Member is the owner and holder
of 50% of the limited liability company interests in Village Green Titleholder, which is the fee simple owner and holder of the
Village Green Property. Each of BR JV Member, Village Green Titleholder and the Village Green Property are free and clear of any
lien or security interest, subject only to restrictions on transfer imposed under applicable U.S. federal and state securities
Laws, the Charter Documents of the Companies and the Loan Documents; and BR JV Member has not conveyed, transferred, assigned,
pledged or hypothecated any interests in Village Green Property, in whole or in part, or granted any rights, options or rights
of first refusal or first offer to purchase any of such interests or any portion thereof (except for any such existing rights
granted under the Village Green Titleholder Operating Agreement and for the rights of the REIT under this Agreement with respect
to the SOIF II Village Green Interest). The SOIF II Village Green Interest has been duly and validly issued and, except as contemplated
by this Agreement or the Charter Documents of the Companies, there exists no agreement, arrangement or obligation (actual or contingent)
to issue, transfer, redeem, repay or repurchase any of the SOIF II Village Green Interest or any portion thereof.


 


(d) Other than as
provided in the Charter Documents of BR JV Member and Village Green Titleholder, there are no options, warrants, stock appreciation
rights, calls, pre-emptive rights, subscriptions, contribution rights, convertible securities, or other rights or other agreements
or commitments of any character whatsoever which are an obligation of SOIF II or any of the Companies to issue, transfer or sell
any securities exercisable for, or otherwise evidencing a right to acquire, any interests of any kind in any of the Companies
(except the rights of REIT under this Agreement).


 


(e) The organizational
chart attached to this Agreement as Exhibit B is correct and correctly shows the percentage of ownership interest of each
holder of limited liability company interests in BR JV Member and Village Green Titleholder immediately prior to the Closing hereunder.


 


(f) SOIF II has delivered
or made available to REIT complete and correct copies, as amended to date, of the Charter Documents of each of the Companies and
Tax information filings and returns of such entities, including all amendments thereto since the initial formation of such entities.


 


(g) None of the Companies
owns assets or property, or any interests therein (whether direct or indirect), except the Property and interests in the other
Companies as shown on the Org Chart, or engages or will engage in any business or activity other than in connection with its ownership
of the Property and interests in the other Companies.


 


(h) The books and
records of the Companies required to be kept by Law are current and have been maintained in all material respects in accordance
with all applicable Laws on a proper and consistent basis and contain complete and accurate records, in all material respects,
of all matters required by applicable Laws to be dealt with in such books and records and all such books and records are in the
possession and control of SOIF II, BR JV Member or Village Green Titleholder.


 




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(i) The financial
statements of the Companies (collectively the “Financial Statements”) provided to REIT in the Due Diligence
Materials are complete and correct in all material respects, have been prepared in accordance with generally accepted accounting
principles, consistently applied, present fairly in all material respects the financial position and results of operations of
the applicable Companies, at the dates and for the periods to which they relate and show all material liabilities, absolute or
contingent, of the Companies; provided, however, that any Financial Statements for periods other than the fiscal
year end of the Companies are subject to modification resulting from the absence of footnotes thereto and ordinary course fiscal
year-end audit adjustments. Except as set forth in the Financial Statements, the Companies have no liabilities, debts, or other
obligations, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business of the Village Green
Titleholder subsequent to the respective dates of the Financial Statements, (ii) obligations under contracts and commitments incurred
in the ordinary course of business of the Village Green Titleholder and not required under generally accepted accounting principles
to be reflected in the Financial Statements, which, individually and in the aggregate, are immaterial in amount, (iii) obligations
under Leases and Service Contracts incurred in the ordinary course of business, not including any breach of such Leases or Service
Contracts, and (iv) liabilities identified and prorated pursuant to Section 5.1.


 


(j) The Companies
have not had any employees and will not have any employees from the date hereof through the Closing Date.


 


(k) There is no claim,
litigation, arbitration or other proceeding pending or, to the knowledge of SOIF II, threatened, in writing, against the Companies,
except as set forth on the Disclosure Schedule.


 


(l) All books, files
and records delivered by or on behalf of SOIF II to REIT, or made available by SOIF II to REIT for review, are the complete and
unaltered copies, in all material respects, of such books, files and records in SOIF II’s possession or control. All books,
files and records related to the Companies in SOIF II’s possession or control have been, or will be during the Due Diligence
Period, delivered or made available to REIT for review.


 


(m)
With respect to the following Tax matters, to SOIF II’s knowledge: All Tax or information filings and returns required to
be filed by each of the Companies have been properly prepared and duly filed, and, except with respect to appeals of the Property’s
real estate Tax assessments or any other Tax assessments that are being contested in good faith in the ordinary course of business,
all Taxes required to be paid by any of the Companies have been paid in full. There are no (A) pending audits, actions, proceedings
or examinations of any of the Companies or of any of the Tax or information returns of the Companies, as applicable, being conducted
by any federal, state, local, or foreign taxing authority, (B) pending or threatened claims or disputes relating to any Taxes
allegedly owed by any of the Companies or (C) outstanding agreements or waivers extending the statutory limitations period applicable
to the payment of any Taxes by or on behalf of any of the Companies with respect to any filed returns. The Due Diligence Materials
contain true, correct and complete copies, in all material respects, of all Tax returns of the Companies since the formation of
each, including copies of all Schedules K-1 issued or received by any limited liability company. Each
of the Companies is treated for U.S. federal income tax purposes as either (i) an entity disregarded from its sole owner or (ii)
a partnership and not as an association or publicly traded partnership taxable as a corporation.


 


6.3 SOIF II’s
Representations and Warranties as to the Property. As a material inducement to REIT to execute this Agreement and consummate
the Closing, SOIF II represents and warrants to REIT with respect to the Village Green Property that:


 


(a) The most current
Rent Roll for the Village Green Property delivered to REIT as part of the Property Information is the Rent Roll relied upon by
SOIF II in the ordinary course of business.


 


(b) To SOIF II’s
knowledge, Village Green Titleholder has complied in all material respects with its obligations under each of the Leases in effect
with respect to its Property.


 




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(c) The list of Service
Contracts included in the Due Diligence Materials is true and correct in all material respects as of the date of its preparation.
Other than the Service Contracts delivered to REIT as part of the Property Information, there are, to SOIF II’s knowledge,
no other property or asset management contracts or other arrangements, contracts and agreements to which any of the Companies
is a party affecting the ownership, repair, maintenance, leasing or operation of the Property, and the copies of such documents
delivered to REIT are true and correct in all material respects. To SOIF II’s knowledge, neither Village Green Titleholder
nor any other party to any of the Service Contracts is in default thereunder beyond any applicable notice or cure period.


 


(d) There are no pending
or, to SOIF II’s knowledge, threatened in writing (a) eminent domain proceedings for the condemnation of any portion of
the Land or (b) litigation against Village Green Titleholder or any of the Companies in respect of the Property which, if decided
adversely to Village Green Titleholder or any of the Companies, would have a Material Adverse Effect.


 


(e) Except as set
forth on a Disclosure Schedule: (a) all material licenses or permits necessary to operate the Property in material compliance
with applicable Laws and otherwise as presently operated have been obtained and are in full force and effect and (b) to SOIF II’s
knowledge, Village Green Titleholder is in compliance in all material respects with each such license and permit.


 


(f) Except as set
forth on a Disclosure Schedule, Village Green Titleholder has received no written notice from any Governmental Authority or agency
having jurisdiction over the Property that the Property or its use is in material violation of any Law that would have a Material
Adverse Effect.


 


(g) To SOIF II’s
knowledge, and except as may be disclosed on a Disclosure Schedule or in the environmental reports made available to REIT as a
part of the Property Information, no Hazardous Materials have, during the period of Village Green Titleholder’s ownership
of the Property, existed or currently exist in, on or under, or have been or are being disposed of or released from, the Property
in quantities that exceed reportable concentrations under current applicable Environmental Laws; and, to SOIF II’s knowledge,
no well or wells, underground storage tank or tanks (whether existing or abandoned) exist or have, during the period of Village
Green Titleholder’s ownership of the Property, existed on or under the Property.


 


(h) Copies of the
Property Information and all documents containing information material to the ownership or operation of the Property have been
delivered to REIT and are true, correct and complete copies; and SOIF II is not aware of any material inaccuracy or omission in
such information.


 


(i) The Loan Documents
delivered to REIT as part of the Property Information include true, accurate and complete copies of all of the material documents
and instruments in effect with respect to the Loans, including all amendments, modifications and supplements thereto. To SOIF
II’s knowledge, no material default or breach exists under any Loan Document beyond any applicable cure period, nor does
there exist any material default or breach, or any material event or circumstance, which, with the giving of notice or passage
of time, or both, would constitute a material default or breach by Village Green Titleholder or any other party under any of the
Loan Documents.


 


(j) Village Green
Titleholder is the owner of its Personal Property free and clear of all Encumbrances other than the Permitted Exceptions, and
has not previously assigned its rights in and to its Personal Property except for security interests granted as security for the
Loans. Except as set forth in the Property Information, Village Green Titleholder does not lease any equipment or other personal
property in connection with the ownership or operation of the Property.


 


(k) To SOIF II’s
knowledge, all vacant rental units at the Property are substantially in rent ready condition, except for units vacant for routine
cleaning or maintenance as is customarily performed by Village Green Titleholder in the ordinary course of business consistent
with current practices.


 


(l) Except as set
forth in a Disclosure Schedule, SOIF II has not received written notice of any uncured violation of any declaration of covenants,
conditions and restrictions, reciprocal easement agreements or similar instrument governing or affecting the use, operation, maintenance,
management or improvement of all of any portion of the Property (collectively “CCRs”), and to SOIF II’s
knowledge Village Green Titleholder is not in material default under, and the Property is in compliance in all material respects
with, all applicable CCRs. Without limiting the foregoing, to SOIF II’s knowledge, Village Green Titleholder is not in default
with respect to payment of any material contributions or assessments payable by Village Green Titleholder under any CCRs.


 




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6.4 SOIF III’s
Representations and Warranties as to SOIF III Village Green Interest and the Companies. As a material inducement to REIT
to execute this Agreement and consummate the Closing, SOIF III represents and warrants to REIT with respect to the SOIF III Village
Green Interest and the Companies that:


 


(a) Each of the Companies
is duly formed as a limited liability company, is validly existing and is in good standing under the laws of the State of Delaware
and is authorized to exercise all of its limited liability company powers, rights and privileges.


 


(b) Village Green
Titleholder is qualified to do business in and is in good standing in the state where the Property is located.


 


(c) SOIF III is the
owner and holder of 38.6084% of the limited liability company interests in BR JV Member. BR JV Member is the owner and holder
of 50% of the limited liability company interests in Village Green Titleholder, which is the fee simple owner and holder of the
Village Green Property. Each of BR JV Member, Village Green Titleholder and the Village Green Property are free and clear of any
lien or security interest, subject only to restrictions on transfer imposed under applicable U.S. federal and state securities
Laws, the Charter Documents of the Companies and the Loan Documents; and BR JV Member has not conveyed, transferred, assigned,
pledged or hypothecated any interests in Village Green Property, in whole or in part, or granted any rights, options or rights
of first refusal or first offer to purchase any of such interests or any portion thereof (except for any such existing rights
granted under the Village Green Titleholder Operating Agreement and for the rights of the REIT under this Agreement with respect
to the SOIF III Village Green Interest). The SOIF III Village Green Interest has been duly and validly issued and, except as contemplated
by this Agreement or the Charter Documents of the Companies, there exists no agreement, arrangement or obligation (actual or contingent)
to issue, transfer, redeem, repay or repurchase any of the SOIF III Village Green Interest or any portion thereof.


 


(d) Other than as
provided in the Charter Documents of BR JV Member and Village Green Titleholder, there are no options, warrants, stock appreciation
rights, calls, pre-emptive rights, subscriptions, contribution rights, convertible securities, or other rights or other agreements
or commitments of any character whatsoever which are an obligation of SOIF III or any of the Companies to issue, transfer or sell
any securities exercisable for, or otherwise evidencing a right to acquire, any interests of any kind in any of the Companies
(except the rights of REIT under this Agreement).


 


(e) The organizational
chart attached to this Agreement as Exhibit B is correct and correctly shows the percentage of ownership interest of each
holder of limited liability company interests in BR JV Member and Village Green Titleholder immediately prior to the Closing hereunder.


 


(f) SOIF III has delivered
or made available to REIT complete and correct copies, as amended to date, of the Charter Documents of each of the Companies and
Tax information filings and returns of such entities, including all amendments thereto since the initial formation of such entities.


 


(g) None of the Companies
owns assets or property, or any interests therein (whether direct or indirect), except the Property and interests in the other
Companies as shown on the Org Chart, or engages or will engage in any business or activity other than in connection with its ownership
of the Property and interests in the other Companies.


 


(h) The books and
records of the Companies required to be kept by Law are current and have been maintained in all material respects in accordance
with all applicable Laws on a proper and consistent basis and contain complete and accurate records, in all material respects,
of all matters required by applicable Laws to be dealt with in such books and records and all such books and records are in the
possession and control of SOIF III, BR JV Member or Village Green Titleholder.


 




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(i) The financial
statements of the Companies (collectively the “Financial Statements”) provided to REIT in the Due Diligence
Materials are complete and correct in all material respects, have been prepared in accordance with generally accepted accounting
principles, consistently applied, present fairly in all material respects the financial position and results of operations of
the applicable Companies, at the dates and for the periods to which they relate and show all material liabilities, absolute or
contingent, of the Companies; provided, however, that any Financial Statements for periods other than the fiscal
year end of the Companies are subject to modification resulting from the absence of footnotes thereto and ordinary course fiscal
year-end audit adjustments. Except as set forth in the Financial Statements, the Companies have no liabilities, debts, or other
obligations, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business of the Village Green
Titleholder subsequent to the respective dates of the Financial Statements, (ii) obligations under contracts and commitments incurred
in the ordinary course of business of the Village Green Titleholder and not required under generally accepted accounting principles
to be reflected in the Financial Statements, which, individually and in the aggregate, are immaterial in amount, (iii) obligations
under Leases and Service Contracts incurred in the ordinary course of business, not including any breach of such Leases or Service
Contracts, and (iv) liabilities identified and prorated pursuant to Section 5.1.


 


(j) The Companies
have not had any employees and will not have any employees from the date hereof through the Closing Date.


 


(k) There is no claim,
litigation, arbitration or other proceeding pending or, to the knowledge of SOIF III, threatened, in writing, against the Companies,
except as set forth on the Disclosure Schedule.


 


(l) All books, files
and records delivered by or on behalf of SOIF III to REIT, or made available by SOIF III to REIT for review, are the complete
and unaltered copies, in all material respects, of such books, files and records in SOIF III’s possession or control. All
books, files and records related to the Companies in SOIF III’s possession or control have been, or will be during the Due
Diligence Period, delivered or made available to REIT for review.


 


(m) With respect to
the following Tax matters, to SOIF III’s knowledge: All Tax or information filings and returns required to be filed by each
of the Companies have been properly prepared and duly filed, and, except with respect to appeals of the Property’s real
estate Tax assessments or any other Tax assessments that are being contested in good faith in the ordinary course of business,
all Taxes required to be paid by any of the Companies have been paid in full. There are no (A) pending audits, actions, proceedings
or examinations of any of the Companies or of any of the Tax or information returns of the Companies, as applicable, being conducted
by any federal, state, local, or foreign taxing authority, (B) pending or threatened claims or disputes relating to any Taxes
allegedly owed by any of the Companies or (C) outstanding agreements or waivers extending the statutory limitations period applicable
to the payment of any Taxes by or on behalf of any of the Companies with respect to any filed returns. The Due Diligence Materials
contain true, correct and complete copies, in all material respects, of all Tax returns of the Companies since the formation of
each, including copies of all Schedules K-1 issued or received by any limited liability company.


 


6.5 SOIF III’s
Representations and Warranties as to the Property. As a material inducement to REIT to execute this Agreement and consummate
the Closing, SOIF III represents and warrants to REIT with respect to the Village Green Property that:


 


(a) The most current
Rent Roll for the Village Green Property delivered to REIT as part of the Property Information is the Rent Roll relied upon by
SOIF III in the ordinary course of business.


 


(b) To SOIF III’s
knowledge, Village Green Titleholder has complied in all material respects with its obligations under each of the Leases in effect
with respect to its Property.


 


(c) The list of Service
Contracts included in the Due Diligence Materials is true and correct in all material respects as of the date of its preparation.
Other than the Service Contracts delivered to REIT as part of the Property Information, there are, to SOIF III’s knowledge,
no other property or asset management contracts or other arrangements, contracts and agreements to which any of the Companies
is a party affecting the ownership, repair, maintenance, leasing or operation of the Property, and the copies of such documents
delivered to REIT are true and correct in all material respects. To SOIF III’s knowledge, neither Village Green Titleholder
nor any other party to any of the Service Contracts is in default thereunder beyond any applicable notice or cure period.


 




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(d) There are no pending
or, to SOIF III’s knowledge, threatened in writing (a) eminent domain proceedings for the condemnation of any portion of
the Land or (b) litigation against Village Green Titleholder or any of the Companies in respect of the Property which, if decided
adversely to Village Green Titleholder or any of the Companies, would have a Material Adverse Effect.


 


(e) Except as set
forth on a Disclosure Schedule: (a) all material licenses or permits necessary to operate the Property in material compliance
with applicable Laws and otherwise as presently operated have been obtained and are in full force and effect and (b) to SOIF III’s
knowledge, Village Green Titleholder is in compliance in all material respects with each such license and permit.


 


(f) Except as set
forth on a Disclosure Schedule, Village Green Titleholder has received no written notice from any Governmental Authority or agency
having jurisdiction over the Property that the Property or its use is in material violation of any Law that would have a Material
Adverse Effect.


 


(g) To SOIF III’s
knowledge, and except as may be disclosed on a Disclosure Schedule or in the environmental reports made available to REIT as a
part of the Property Information, no Hazardous Materials have, during the period of Village Green Titleholder’s ownership
of the Property, existed or currently exist in, on or under, or have been or are being disposed of or released from, the Property
in quantities that exceed reportable concentrations under current applicable Environmental Laws; and, to SOIF III’s knowledge,
no well or wells, underground storage tank or tanks (whether existing or abandoned) exist or have, during the period of Village
Green Titleholder’s ownership of the Property, existed on or under the Property.


 


(h) Copies of the
Property Information and all documents containing information material to the ownership or operation of the Property have been
delivered to REIT and are true, correct and complete copies; and SOIF III is not aware of any material inaccuracy or omission
in such information.


 


(i) The Loan Documents
delivered to REIT as part of the Property Information include true, accurate and complete copies of all of the material documents
and instruments in effect with respect to the Loans, including all amendments, modifications and supplements thereto. To SOIF
III’s knowledge, no material default or breach exists under any Loan Document beyond any applicable cure period, nor does
there exist any material default or breach, or any material event or circumstance, which, with the giving of notice or passage
of time, or both, would constitute a material default or breach by Village Green Titleholder or any other party under any of the
Loan Documents.


 


(j) Village Green
Titleholder is the owner of its Personal Property free and clear of all Encumbrances other than the Permitted Exceptions, and
has not previously assigned its rights in and to its Personal Property except for security interests granted as security for the
Loans. Except as set forth in the Property Information, Village Green Titleholder does not lease any equipment or other personal
property in connection with the ownership or operation of the Property.


 


(k) To SOIF III’s
knowledge, all vacant rental units at the Property are substantially in rent ready condition, except for units vacant for routine
cleaning or maintenance as is customarily performed by Village Green Titleholder in the ordinary course of business consistent
with current practices.


 


(l) Except as set
forth in a Disclosure Schedule, SOIF III has not received written notice of any uncured violation of any declaration of covenants,
conditions and restrictions, reciprocal easement agreements or similar instrument governing or affecting the use, operation, maintenance,
management or improvement of all of any portion of the Property (collectively “CCRs”), and to SOIF III’s
knowledge Village Green Titleholder is not in material default under, and the Property is in compliance in all material respects
with, all applicable CCRs. Without limiting the foregoing, to SOIF III’s knowledge, Village Green Titleholder is not in
default with respect to payment of any material contributions or assessments payable by Village Green Titleholder under any CCRs.


 


6.6 REIT’s
Representations and Warranties. As a material inducement to Contributors to execute this Agreement and consummate the
Closing, REIT represents and warrants to each respective Contributor that:


 




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(a) REIT has been
duly formed or organized as a corporation, is validly existing and, as of Closing, will be in good standing in the state of its
formation or organization, and is authorized to exercise all of its powers, rights and privileges.


 


(b) REIT has the power
and authority, under its Charter Documents, to own and operate its property and assets, to carry on its business as now conducted,
and to enter into and perform its obligations under this Agreement.


 


(c) All action on
the part of the REIT and its partners, owners, members, managers, officers, directors and shareholders necessary for the authorization,
execution and delivery of this Agreement, the performance of all obligations of REIT hereunder and completion of the transactions
hereunder, has been taken or will be taken prior to the Closing. This Agreement constitutes a legally binding and valid obligation
of REIT enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity,
including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in
a proceeding at law or in equity).


 


(d) The execution
and delivery of this Agreement by REIT and the performance by REIT of its obligations pursuant hereto will not result in any material
violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of
notice: (x) any provision of REIT’s Charter Documents as such documents exist immediately prior to the Closing; (y) any
provision of any judgment, decree or order to which REIT is a party or by which it or its property or assets are bound; or (z)
any statute, rule or governmental regulation applicable to REIT or its property or assets.


 


(e) The execution
and delivery of this Agreement by REIT and the performance by REIT of its obligations pursuant hereto will not result in any material
violation of, be in material conflict with, or constitute a material default under, with or without the passage of time or the
giving of notice, any material contract or agreement to which REIT is a party or by which it is bound, assuming the satisfaction
of the Transaction Conditions.


 


(f) The REIT Shares
to be issued to the Contributors hereunder shall be duly and validly authorized and issued, free of any preemptive or similar
rights or any encumbrances, other than encumbrances arising under applicable securities laws, or any lockup agreement to which
the Contributors become a party.


 


(g) There is no action,
suit, proceeding or investigation pending or, to the knowledge of REIT, threatened in writing against REIT that challenges the
validity of this Agreement or the right of REIT to enter into this Agreement, or that might result, either individually or in
the aggregate, in REIT’s inability to perform its obligations under this Agreement. There is no material judgment, decree
or order of any court, arbitrator, tribunal or governmental or similar authority in effect against REIT, and the REIT is not in
material default with respect to any order of any court, arbitrator, tribunal or governmental or similar authority binding upon
REIT or by which it or its property or assets are bound that would prevent the REIT from performing its obligations under this
Agreement.


 


(h) REIT is not acting,
directly or indirectly for, or on behalf of, any person, group, entity or nation named by any Executive Order (including the September
24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support
Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,”
or other banned or blocked person, entity, or nation pursuant to any Law that is enforced or administered by the U.S. Office of
Foreign Assets Control, and is not engaging in the transactions described herein, directly or indirectly, on behalf of, or instigating
or facilitating the transactions described herein, directly or indirectly, on behalf of, any such person, group, entity or nation.


 


(i) REIT is acquiring
the Village Green Interests for its own account or those of its subsidiaries and affiliates, for investment purposes only and
not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act thereof. REIT understands that
the Village Green Interests have not been registered under the Securities Act and cannot be sold unless subsequently registered
under the Securities Act or an exemption from such registration is available.


 




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6.7 Limitations;
Definition of Knowledge.


 


(a) Except for the
representations and warranties contained in Sections 1.4 and 6.1-6.5 (as modified by any matters noted as exceptions on
any schedules attached hereto (collectively, the “Exception Matters”), Appendices and Schedules hereto), or
any documents delivered to REIT at Closing in connection with this Agreement (collectively, “Contributors’ Reps”),
neither Contributor nor any other Person (including, for the avoidance of doubt, any equity holder of Contributors) makes any
other express or implied representation or warranty in respect of any of the Village Green Interests, the Companies, the Property
or the transactions contemplated hereby, and Contributors disclaim all other representations or warranties, whether made by any
of the Companies or any of their respective Affiliates, officers, directors, employees, agents or representatives. Except for
Contributors’ Reps, Contributors hereby disclaim all liability and responsibility for any representation, warranty, projection,
forecast, statement, or information made, communicated, or furnished (orally or in writing) to REIT or its Affiliates or REIT’s
Representatives (including any opinion, information, projection or advice that may have been or may be provided to REIT by any
director, officer, employee, agent, consultant or representative of any of the Companies or any of their respective Affiliates).
The disclosure of any matter or item in any schedule hereto shall not be deemed to constitute an acknowledgment that any such
matter is required to be disclosed. EXCEPT FOR AND SUBJECT ONLY TO CONTRIBUTORS’ REPS, CONTRIBUTORS MAKE NO REPRESENTATIONS
OR WARRANTIES WHATSOEVER, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE VILLAGE GREEN INTERESTS, THE COMPANIES, THE PROPERTY
OR ANY PORTION THEREOF, OR THE CONDITION OF OR MATERIALS RELATING TO THE VILLAGE GREEN INTERESTS, THE COMPANIES, THE PROPERTY,
IN WHOLE OR IN PART, OR ANY OTHER MATTER, ALL SUCH REPRESENTATIONS AND WARRANTIES BEING HEREBY EXPRESSLY DISCLAIMED. WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND SUBJECT ONLY TO CONTRIBUTORS’ REPS,
REIT IS PURCHASING THE VILLAGE GREEN INTERESTS “AS IS” AND “WITH ALL FAULTS.” EXCEPT FOR
CONTRIBUTORS’ REPS, CONTRIBUTORS MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO, AND REIT IS NOT RELYING ON ANY REPRESENTATIONS
WITH RESPECT TO: (a) environmental matters relating to the Property or any portion thereof, including the presence of any Hazardous
Materials on the Property; (b) the presence of mold or other microbial agents in the Property; (c) geological or seismic conditions,
including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, and limitations regarding
the withdrawal of water therefrom, and faulting; (d) whether or not and the extent to which the Property or any portion thereof
is affected by any stream (surface or underground), body of water, flood prone area, flood plain, floodway, or special flood hazard;
(e) drainage and soil conditions of the Property; (f) the existence of or availability of any development rights; (g) zoning requirements
(including any special use permits) to which the Property or any portion thereof may be subject or the status of compliance with
such requirements; (h) the availability of any utilities to the Property or any portion thereof including, without limitation,
water, sewage, gas and electricity; (i) usages of any adjoining property; (j) access to the Property or any portion thereof; (k)
the value, compliance with specifications, size, location, age, use, merchantability, quality, description, or condition of the
Property or any portion thereof, or suitability of the Property or any portion thereof for REIT’s purposes, or fitness for
any use or purpose whatsoever; (l) the compliance of the Property with applicable building codes, fire codes, land use or access
laws or ordinances including, without limitation, the Americans with Disabilities Act (and the local equivalent thereof) or any
similar Laws, including Environmental Laws; (m) enforceability of any Lease or Service Contract; (n) whether Contributors will
continue to own or operate any property adjacent to or in proximity to the Property, (o) the square footage or leaseable area
of the Improvements and/or the Land, or (p) the credit-worthiness of any tenant under any of the Leases. The disclaimer expressed
in this Section 6.7(a) shall survive Closing.


 


(b)          As
used herein, “SOIF II’s knowledge”, “known to SOIF II” or similar phrases means the actual knowledge
of SOIF II, BR JV Member or Village Green Titleholder or the officers of such party who have reason to know such information,
as applicable.


 


(c)          As
used herein, “SOIF III’s knowledge”, “known to SOIF III” or similar phrases means the actual knowledge
of SOIF III, BR JV Member or Village Green Titleholder or the officers of such party who have reason to know such information,
as applicable.


 


(d)          As
used herein, “REIT’s knowledge”, “known to REIT” or similar phrases means the actual knowledge of
the REIT or the officers of REIT who have reason to know such information.


 




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6.8 Survival
of Representations and Warranties. The representations and warranties set forth in this Article 6 are made as of
the Effective Date and each of Contributors and REIT shall be deemed to have remade all of their respective representations and
warranties as of the Closing Date. Such representations and warranties shall not be deemed to be merged into or waived by the
instruments of Closing, but shall survive the Closing for a period of 12 months (the “Limitation Period”);
provided that (a) the representations set forth in Section 6.1(a), (b), (c) and (d), Section 6.2(a), (b), (c),
(d) and (e),  Section 6.4(a), (b), (c), (d) and (e) and Section 6.6(a), (b), (c) and (d) (the “Title
and Authority Warranties”) shall survive the Closing indefinitely and (b) the representations set forth in Section
6.2(m) and Section 6.4(m) (the “Tax Warranties”) shall survive the Closing for a period ending sixty
(60) days after the expiration of the applicable statute of limitations (including extensions thereof). Each Contributor
and REIT shall have the right to bring an action for breach of such representations and warranties if they give the other Parties
written notice of the circumstances giving rise to the alleged breach within the survival period specified therefore in this Section
6.8.


 


ARTICLE 7. DEFAULT AND REMEDIES


 


7.1 Contributor’s
Default. If the Closing fails to occur due to the default of a Contributor, REIT shall be entitled to recover from the
applicable defaulting Contributor any out-of-pocket expenses reasonably incurred by REIT specifically incurred in connection with
this Agreement.


 


7.2 REIT’s
Default. If, after the expiration of the Due Diligence Period, the Closing fails to occur due to the default of the REIT,
the Contributors shall be entitled to recover from the REIT any out-of-pocket expenses reasonably incurred by said Contributors
specifically incurred in connection with this Agreement.


  


ARTICLE 8. INDEMNIFICATION AND LIMITATION
ON LIABILITY


 


8.1 Indemnification
of REIT by SOIF II. SOIF II shall indemnify, defend and hold REIT, its successors, assigns and Affiliates, including but
not limited to BRG Ann Arbor (each a “REIT Indemnified Party,” and collectively, the “REIT Indemnified
Parties”) harmless from any liability, claim, demand, loss, expense or damage that is: (a) suffered by, or asserted
by any third party against, a REIT Indemnified Party arising from any act or omission of SOIF II, its agents, employees or contractors
or otherwise arising out of the ownership or operation of the SOIF II Village Green Interest first arising or occurring prior
to the Closing; (b) arising out of the breach or inaccuracy of any of SOIF II’s representations and warranties set forth
herein; or (c) except as provided in Article 7, arising out of any failure by SOIF II to perform any covenant or obligation
set out in this Agreement.


 


8.2 Limitation
on SOIF II’s Liability. Notwithstanding any other provision of this Article 8 to the contrary, (a) SOIF II
shall not have any indemnification obligations for claims under Section 8.1 unless and until the aggregate amount of such
claims exceeds the lesser of $50,000 or one percent (1%) of the SOIF II Consideration (provided that, once the amount of such
claims exceeds such threshold, SOIF II shall pay damages from the first dollar of damages) and (b) in no event shall SOIF II’s
aggregate liability for claims under Section 8.1 of this Agreement exceed ten percent (10%) of the value of the SOIF II
Consideration; provided, however, that the limitations on liability set forth in this Section 8.2 shall not
apply to any loss or liability arising from any breach of any of SOIF II’s Title and Authority Warranties, SOIF II’s
intentional misconduct or fraudulent conduct or to SOIF II’s obligations with respect to sales commissions and brokerage
fees under Section 5.2, which liability and obligations shall not be credited against the foregoing cap. Except as provided
in Article 7, the provisions of this Article 8 shall be the sole and exclusive remedy of REIT with respect to matters
which are subject to indemnification by SOIF II under Section 8.1 of this Agreement, all other remedies with respect to
such matters being hereby waived.


 


8.3 Indemnification
of REIT by SOIF III. SOIF III shall indemnify, defend and hold the REIT Indemnified Parties harmless from any liability,
claim, demand, loss, expense or damage that is: (a) suffered by, or asserted by any third party against, a REIT Indemnified Party
arising from any act or omission of SOIF III, its agents, employees or contractors or otherwise arising out of the ownership or
operation of the SOIF III Village Green Interest first arising or occurring prior to the Closing; (b) arising out of the breach
or inaccuracy of any of the SOIF III’s representations and warranties set forth herein; or (c) except as provided in Article
7, arising out of any failure by SOIF III to perform any covenant or obligation set out in this Agreement.


 




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8.4 Limitation
on SOIF III’s Liability. Notwithstanding any other provision of this Article 8 to the contrary, (a) SOIF
III shall not have any indemnification obligations for claims under Section 8.3 unless and until the aggregate amount of
such claims exceeds the lesser of $50,000 or one percent (1%) of the SOIF III Consideration (provided that, once the amount of
such claims exceeds such threshold, SOIF III shall pay damages from the first dollar of damages) and (b) in no event shall SOIF
III’s aggregate liability for claims under Section 8.3 of this Agreement exceed ten percent (10%) of the value of
the SOIF III Consideration; provided, however, that the limitations on liability set forth in this Section 8.4
shall not apply to any loss or liability arising from any breach of any of SOIF III’s Title and Authority Warranties,
SOIF III’s intentional misconduct or fraudulent conduct or to SOIF III’s obligations with respect to sales commissions
and brokerage fees under Section 5.2, which liability and obligations shall not be credited against the foregoing cap.
Except as provided in Article 7, the provisions of this Article 8 shall be the sole and exclusive remedy of REIT
with respect to matters which are subject to indemnification by SOIF III under Section 8.3 of this Agreement, all other
remedies with respect to such matters being hereby waived.


 


8.5 Pledge Agreement.


 


(a)          On
or before the Closing Date, SOIF II and SOIF III shall each execute and deliver a pledge agreement, substantially in the form
attached hereto as Exhibit D, pursuant to which the SOIF Parties’ indemnity obligations contained in Sections 8.1
and 8.3 hereof, respectively, shall be secured by a pledge of the REIT Shares received by each SOIF Party equal to 10%
of such REIT Shares received by each SOIF Party, and which pledge will be in full satisfaction of any indemnification obligations
of the SOIF Parties contained in Sections 8.1 and 8.3 hereof (the “Pledge Agreement”).


 


(b)          Each
of the REIT Indemnified Parties by accepting the benefits of this Agreement hereby designates and appoints REIT as its agent under
the Pledge Agreement, and hereby irrevocably authorizes REIT to take such action or to refrain from taking such action on its
behalf under the provisions of the Pledge Agreement and to exercise such powers as are set forth therein, together with such other
powers as are reasonably incidental thereto. REIT is authorized and empowered to amend, modify or waive any provisions of the
Pledge Agreement on behalf of the REIT Indemnified Parties. REIT agrees to act as such on the express conditions contained in
this Section 8.5. The provisions of this Section 8.5 are solely for the benefit of REIT and the REIT Indemnified
Parties, and the SOIF Parties shall have no obligations under or rights as a third party beneficiary of any of the provisions
hereof. In performing its functions and duties under the Pledge Agreement, REIT shall act solely as an administrative representative
of the REIT Indemnified Parties and does not assume and shall not be deemed to have assumed any obligation toward or relationship
of agency or trust with or for the REIT Indemnified Parties, by or through its agents or employees.


 


(c)          REIT
shall have no duties, obligations or responsibilities to the REIT Indemnified Parties except those expressly set forth in this
Section 8.5 or in the Pledge Agreement. Neither REIT nor any of its officers, directors, employees or agents shall be liable
to any REIT Indemnified Party for any action taken or omitted by them under this Section 8.5 or under the Pledge Agreement,
or in connection with this Section 8.5 or the Pledge Agreement, except that REIT shall be obligated on the terms set forth
in this Section 8.5 for performance of its express obligations under the Pledge Agreement. In performing its functions
and duties under the Pledge Agreement, REIT shall exercise the same care which it would exercise in dealing with a security interest
in collateral held for its own account, but REIT shall not be responsible to any REIT Indemnified Party for any recitals, statements,
representations or warranties in the Pledge Agreement or for the execution, effectiveness, genuineness, validity, enforceability
or sufficiency of the Pledge Agreement or the collateral or the transactions contemplated thereby. REIT shall not be required
to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of the Pledge
Agreement.


 




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(d)          REIT
shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message
or other communication (including any writing, telex, telecopy or telegram) believed by it in good faith to be genuine and correct
and to have been signed, sent or made by the proper person, and with respect to all matters pertaining to this Section 8.5
and the Pledge Agreement and its duties under this Section 8.5 or the Pledge Agreement, upon advice of counsel selected
by it. REIT shall be entitled to rely upon the advice of legal counsel, independent accountants, and other experts selected by
REIT in its sole discretion.


 


8.6 Indemnification
of the SOIF Parties by REIT. REIT shall indemnify, defend and hold the SOIF Parties, their successors, assigns and Affiliates
(each a “SOIF Indemnified Party,” and collectively, the “SOIF Indemnified Parties”) harmless
from any liability, claim, demand, loss, expense or damage that is: (a) suffered by, or asserted by any third party against, a
SOIF Indemnified Party arising from any act or omission of the REIT, its assigns (including, but not limited to BRG Ann Arbor),
its agents, employees or contractors or otherwise arising out of the ownership or operation of the Village Green Interests first
arising from and after the Closing; (b) arising out of the breach or inaccuracy of any of the REIT’s representations and
warranties set forth herein; or (c) except as provided in Article 7, arising out of any failure by REIT to perform any
covenant or obligation set out in this Agreement.


 


8.7 Limitation
on REIT’s Liability. Notwithstanding any other provision of this Article 8 to the contrary, (a) REIT shall
not have any indemnification obligations for claims under Section 8.6 unless and until the aggregate amount of such claims
exceeds the lesser of $50,000 or one percent (1%) of the Consideration (provided that, once the amount of such claims exceeds
such threshold, REIT shall pay damages from the first dollar of damages) and (b) in no event shall REIT’s collective aggregate
liability for claims under Section 8.6 of this Agreement exceed ten percent (10%) of the value of the Consideration; provided,
however, that the limitations on liability set forth in this Section 8.7 shall not apply to any loss or liability
arising from any breach of any of REIT’s Title and Authority Warranties, REIT’s intentional misconduct or fraudulent
conduct or to REIT’s obligations with respect to sales commissions and brokerage fees under Section 5.2, which liability
and obligations shall not be credited against the foregoing cap. Except as provided in Article 7, the provisions of this
Article 8 shall be the sole and exclusive remedy of the SOIF Parties with respect to matters which are subject to indemnification
by REIT under Section 8.6 of this Agreement, all other remedies with respect to such matters being hereby waived.


 


8.8 SOIF
Parties’ Loan Guarantees. The SOIF Parties have advised the REIT that Village Green Titleholder’s Loan is
further secured by a guaranty of payment and performance made jointly by the SOIF Parties (the “Guaranty”);
and, at Closing, the REIT shall either (a) cause the Guaranty to be terminated and the SOIF Parties to be released from all further
liability thereunder (which release may be conditioned upon the REIT’s provision of replacement guaranties) or (b) the REIT
shall deliver to the SOIF Parties an indemnity agreement pursuant to which the REIT indemnifies the SOIF Parties from and against
any and all claims, losses, liabilities, actual (but not punitive or consequential) damages, obligations, judgments, causes of
action, costs and expenses, including, but not limited to, court costs and attorneys’ fees (collectively, “Losses”)
suffered or incurred by any of the SOIF Parties from and after the Closing under the Guaranty unless such Losses are directly
caused by any acts or omissions of any or all of the SOIF Parties, BR JV Member or the Village Green Titleholder prior to Closing
(the “SOIF Parties’ Guaranty Indemnity”). The terms and provisions of the SOIF Parties’ Guaranty
Indemnity shall be mutually and reasonably acceptable to all of the REIT and the Contributors.


 


8.9 Survival.
The provisions of this Article 8 shall survive the Closing; provided that claims under clause (a) or (b) of Section
8.1, clause (a) or (b) of Section 8.3 or clause (a) or (b) of Section 8.6, shall be subject to the time limitations
set forth in Section 6.8. For the avoidance of doubt, the parties acknowledge that, notwithstanding that claims under clause
(a) of Section 8.1, clause (a) of Section 8.3 or  clause (a) of Section 8.6 may not arise out of a breach
or inaccuracy of the indemnifying party’s representations or warranties, such claims are nonetheless subject to the Limitation
Period. Any claim for indemnification under Section 8.1(a) or (b), Section 8.3(a) or (b) or Section 8.6(a) or
(b) not made on or prior to the expiration of the Limitation Period set forth in Section 6.8 shall be irrevocably and
unconditionally waived and released.


 


ARTICLE 9. MISCELLANEOUS


 


9.1 Parties
Bound. No Party may assign this Agreement without the prior written consent of the other Parties, and any such prohibited
assignment shall be void; provided that the REIT may assign all of its rights and duties to an affiliated company, including but
not limited to BRG Ann Arbor, without the written consent of the Contributors. This Agreement shall be binding upon and inure
to the benefit of the respective legal representatives, successors, permitted assigns, heirs, and devises of the Parties.


 




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9.2 Headings;
Entirety; Amendments. The article and paragraph headings of this Agreement are for convenience only and
in no way limit or enlarge the scope or meaning of the language hereof. All exhibits, schedules and appendices attached to this
Agreement are incorporated herein as if fully set forth in this Agreement and shall be deemed to be a part of this Agreement.
This Agreement embodies the entire agreement between the Parties and supersedes all prior agreements and understandings between
the Parties relating to the Village Green Interests, the Companies or the Property (other than the Charter Documents of the Companies).
This Agreement may be amended or supplemented (except as noted in the preceding sentence) only by an instrument in writing executed
by the Party against whom enforcement is sought.


 


9.3 Invalidity
and Waiver. If any portion of this Agreement is held invalid or inoperative, then so far as is reasonable and possible
the remainder of this Agreement shall be deemed valid and operative, and, to the greatest extent legally possible, effect shall
be given to the intent manifested by the portion held invalid or inoperative. The failure by a Party to enforce against another
Party any term or provision of this Agreement shall not be deemed to be a waiver of such Party’s right to enforce against
the other Party the same or any other such term or provision in the future.


 


9.4 Governing
Law; Calculation of Time Periods; Time. This Agreement shall, in all respects, be governed and enforced in accordance
with the laws of the state of New York. Unless otherwise specified, in computing any period of time described herein, the day
of the act or event after which the designated period of time begins to run is not to be included and the last day of the period
so computed is to be included, unless such last day is a Saturday, Sunday or legal holiday for national banks in New York, New
York, in which event the period shall run until the end of the next day which is neither a Saturday, Sunday, or legal holiday.
The last day of any period of time described herein shall be deemed to end at 5:30 p.m. New York, New York time. Time is of the
essence in the performance of this Agreement.


 


9.5 No Third
Party Beneficiary. This Agreement is not intended to give or confer any benefits, rights, privileges, claims, actions,
or remedies to any person or entity as a third party beneficiary, decree, or otherwise, other than the indemnified parties referenced
in Section 2.1 pursuant to and for purposes of Section 2.1, in Section 8.1 pursuant to and for purposes of
Section 8.1, in Section 8.3 pursuant to and for purposes of Section 8.3 and in Section 8.6 pursuant
to and for purposes of Section 8.6, all of whom shall be express third party beneficiaries hereof solely for purposes of
Section 2.1, Section 8.1, Section 8.3 or Section 8.6, as applicable.


 


9.6 Confidentiality.
With the exception of any disclosures concerning the transactions described herein which are made by the REIT in connection with
the IPO, no Party shall make a public announcement or other disclosure of this Agreement or any information related to this Agreement
to outside brokers or third parties, before or after the Closing, without the prior written specific consent of the other, which
consent may not be unreasonably conditioned, delayed or withheld so long as such public disclosure is otherwise in compliance
with this Agreement; provided, however, that without the consent of the other Party, a Party may make (i) any public disclosure
it reasonably believes is required by applicable Law, rule or regulation (in which event such Party shall use reasonable efforts
to advise the other Party prior to the making of such disclosure); (ii) such disclosure as may be reasonably necessary to enforce
any provision of this Agreement; (iii) any disclosure to any lender or prospective lender, creditor, officer, employee, agent,
current or prospective investor and their advisors, current or prospective financial partner, or Affiliate as necessary to perform
its obligations under this Agreement or (iv) any public disclosure that is deemed advisable by such Party or its counsel to be
disclosed in connection with financial reporting, securities disclosures or other legal, tax or financial requirements or guidelines
applicable to such Party or any Affiliate thereof, including any disclosures to the Securities and Exchange Commission and any
press release required by the Securities and Exchange Commission in connection therewith.


 


9.7 Enforcement
Expenses. Should any Party employ attorneys or arbitrators to bring an action or arbitration to enforce any of the provisions
hereof, the non-prevailing Party in such action or arbitration shall pay the prevailing Party all reasonable costs, charges, and
expenses, including attorneys’ fees and costs, expended or incurred in connection therewith (not to exceed, in the aggregate,
$50,000). The limitations set forth in Section 8.2, Section 8.4 and Section 8.7 shall not apply with respect
to this Section 9.7.


 




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9.8 Notices.
All notices required or permitted hereunder shall be in writing and shall be served on the following parties:


 


	If to REIT:	c/o BRG Manager, LLC
	 	712 Fifth Avenue, 9th Floor
	 	New York, NY 10019
	 	Attn:  R. Ramin Kamfar
	 	 
	If to BRG Ann Arbor:	c/o BRG Manager, LLC
	 	712 Fifth Avenue, 9th Floor
	 	New York, NY 10019
	 	Attn:  R. Ramin Kamfar
	 	 
	If to SOIF II:	c/o BR SOIF II Manager
	 	712 Fifth Avenue, 9th Floor
	 	New York, NY 10019
	 	Attn: Jordan B. Ruddy
	 	 
	If to SOIF III:	c/o BR SOIF III Manager
	 	712 Fifth Avenue, 9th Floor
	 	New York, NY 10019
	 	Attn: Jordan B. Ruddy


 


9.9 Construction.
The Parties acknowledge that the Parties and their counsel have reviewed and revised this Agreement and the documents to be executed
on or prior to the Closing Date and agree that the normal rule of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement, the documents to be delivered on or
prior to the Closing Date or any exhibits or amendments thereto.


 


9.10 Execution
in Counterparts. This Agreement may be executed in any number of counterparts, and by each Party hereto on separate counterparts,
each of which shall be deemed to be an original, and all of such counterparts shall constitute one Agreement. To facilitate execution
of this Agreement, the Parties may execute and exchange by facsimile or email counterparts of the signature pages which shall
be deemed original signatures for all purposes.


 


9.11 Further
Assurances. In addition to the acts and deeds recited herein and contemplated to be performed, executed and/or delivered
by either Party on or prior to the Closing Date, each Party agrees to perform, execute and deliver, but without any obligation
to incur any additional liability or expense, on or after the Closing any further deliveries and assurances as may be reasonably
necessary to consummate the transactions contemplated hereby or to further perfect the conveyance, transfer and assignment of
the Village Green Interests to REIT, BRG Ann Arbor or their assigns.


 


9.12 Waiver
of Jury Trial; Forum. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
EACH PARTY SHALL BRING ANY ACTION AGAINST THE OTHER IN CONNECTION WITH THIS AGREEMENT IN A FEDERAL OR STATE COURT LOCATED IN NEW
YORK, NEW YORK, CONSENTS TO THE JURISDICTION OF SUCH COURTS, AND WAIVES ANY RIGHT TO HAVE ANY PROCEEDING TRANSFERRED FROM SUCH
COURTS ON THE GROUND OF IMPROPER VENUE OR INCONVENIENT FORUM.


 


9.13 Mutual
Execution. Until this Agreement has been duly executed by all Parties hereto and a fully executed copy has been delivered
to each Party hereto (which may occur by facsimile transmission or e-mail), this Agreement shall not be legally binding against
the Parties.


 




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9.14 Cooperation.
Subject to the provisions of this Agreement, the Parties agree to cooperate and use Commercially Reasonable Efforts to consummate
the transactions contemplated hereby.


 


9.15 Exclusivity.
From and after the Effective Date, Contributors and their respective agents, representatives and employees shall immediately cease
all marketing of the Village Green Interests, any and all interests in BR JV Member, any and all interests in Village Green Titleholder
and any and all interests in the Village Green Property until such time as this Agreement is terminated and Contributors shall
not directly or indirectly make, accept, negotiate, entertain or otherwise pursue any offers for the sale of the foregoing. Notwithstanding
the foregoing, Contributors shall not be liable to REIT nor be responsible in any manner for any action taken by the Holtzman
Entities or Property Manager (or their respective agents, representatives and employees) in contravention of the prohibition set
forth in this Section 9.15; provided, however, to the extent possible, Contributors shall use their reasonable efforts
to ensure such parties’ compliance with this Section 9.15 and shall inform such parties of the prohibition set forth
herein if necessary.


 


[Signature Pages Follow]


 




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IN WITNESS WHEREOF, the parties hereto
have duly executed and delivered this Agreement effective on the Effective Date.


 


	 	SOIF II:
	 	BLUEROCK SPECIAL OPPORTUNITY + INCOME

    FUND II, LLC,
	 	a Delaware limited liability company
	 	 
	 	BY:	BR SOIF II Manager, LLC, a Delaware limited
    liability company, its manager
	 	 	 
	 	BY:	Bluerock Real Estate, L.L.C., a Delaware limited liability company,
    its sole member


 


	 	 	By:	/s/ R. Ramin Kamfar
	 	 	Name:	 R. Ramin Kamfar
	 	 	Title:	Chief Executive Officer



 




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	 	SOIF III:
	 	 
	 	BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND III, LLC,
	 	a Delaware limited liability company
	 	 
	 	BY:	BR SOIF III Manager, LLC, a Delaware limited liability
    company, its manager
	 	 	 
	 	 	By:	Bluerock Real Estate, L.L.C., a Delaware limited
    liability company, its sole member


 


	 	 	 	By:	/s/ R. Ramin Kamfar
	 	 	 	Name:	R. Ramin Kamfar
	 	 	 	Title:	Chief Executive Officer


 




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	 	REIT: 
	 	Bluerock Residential Growth REIT, Inc., a 

    Maryland corporation


 


	 	By:	/s/ Michael L. Konig
	 	Name:	Michael L. Konig
	 	Title:	Secretary, Chief Operating Officer and General Counsel 



 




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Schedule 1.1


 


	Contributor	 	Acquiror	 	Interest	 	Allocated

    Consideration

    ($)	 
	 	 	 	 	 	 	 	 
	SOIF II	 	REIT, for subsequent contribution to Operating
    Partnership, then to BRG Ann Arbor	 	58.6084% limited liability
    company interest in BR VG Ann Arbor JV Member, LLC	 	 	$4,249,110	 
	 	 	 	 	 	 	 	 	 
	SOIF III 
  
	 	REIT, for subsequent contribution to Operating Partnership,
    then to BRG Ann Arbor	 	38.6084% limited liability company
    interest in BR VG Ann Arbor JV Member, LLC	 	 	$2,799,110	 



 


 


  




    	33



    	 



    

 


Exhibit A


Property Description


 


Land Situated
in the Township of Ann Arbor in the County of Washtenaw in the State of Michigan:


 


Parcel A:


 


Part
of the Southwest 1/4 of Section 25, Town 2 South, Range 6 East, Township of Ann Arbor, Washtenaw County, Michigan, described as:
Commencing at the South 1/4 corner of said Section 25; thence North 00 degrees 58 minutes 22 seconds West 294.86 feet along the
North and South 1/4 line of said Section and the centerline of Dixboro Road for a place of beginning; thence North 87 degrees
43 minutes 42 seconds West 72.60 feet along the centerline of Geddes Road; thence North 02 degrees 16 minutes 07 seconds East
70.00 feet; thence North 87 degrees 43 minutes 42 seconds West 439 .97 feet along the North line of Geddes Road; thence along
the Easterly Right of Way line of Highway US-23 along the following 7 courses: North 42 degrees 48 minutes 11 seconds West 211
..54 feet, North 02 degrees 18 minutes 16 seconds East 220.02 feet, North 45 degrees 29 minutes 34 seconds West 136.39 feet , North
18 degrees 43 minutes 54 seconds West 102.70 feet, South 88 degrees 43 minutes 45 seconds West 64.53 feet, North 45 degrees 29
minutes 34 seconds West 312.88 feet, and North 24 degrees 09 minutes 47 seconds West 206 .14 feet; thence North 78 degrees 44
minutes 23 seconds East 272.46 feet; thence North 05 degrees 54 minutes 59 seconds West 87.46 feet; thence South 83 degrees 34
minutes 44 seconds West 44 .78 feet; thence North 07 degrees 50 minutes 22 seconds West 121.13 feet; thence North 73 degrees 08
minutes 45 seconds East 56.94 feet; thence North 21 degrees 13 minutes 42 seconds West 136.77 feet ; thence North 42 degrees 15
minutes 48 seconds East 29.73 feet; thence South 46 degrees 24 minutes 27 seconds East 141.50 feet; thence North 38 degrees 20
minutes 03 seconds East 189.45 feet; thence South 72 degrees 39 minutes 23 seconds East 67.05 feet; thence North 17 degrees 40
minutes 39 seconds East 282 .08 feet; thence South 17 degrees 56 minutes 12 seconds East 91.96 feet; thence South 85 degrees 51
minutes 19 seconds East 69.18 feet; thence North 72 degrees 31 minutes 31 seconds East 56.61 feet; thence South 44 degrees 46
minutes 31 seconds East 59.00 feet; thence South 71 degrees 31 minutes 09 seconds East 48 .84 feet; thence North 45 degrees 13
minutes 29 seconds East 225 .00 feet; thence North 89 degrees 02 minutes 10 seconds East 125.09 feet to the North and South 1/4
line of Section 25; thence along said line, also being the centerline of Dixboro Road, South 00 degrees 58 minutes 22 seconds
East 1813.15 feet to the place of beginning.


 


Parcel B:


 


Part of
the Southwest 1/4 of Section 25, Town 2 South, Range 6 East, Township of Ann Arbor, Washtenaw County, Michigan, described as:
Commencing at the South 1/4 corner of said Section 25; thence North 00 degrees 58 minutes 22 seconds West 2108.01 feet along the
North and South 1/4 line of said Section and the centerline of Dixboro Road; thence South 89 degrees 02 minutes 10 seconds West
125.09 feet; thence South 45 degrees 13 minutes 29 seconds West 225 .00 feet; thence North 71 degrees 31 minutes 09 seconds West
48.84 feet; thence North 44 degrees 46 minutes 31 seconds West 59.00 feet; thence South 72 degrees 31 minutes 31 seconds West
56.61 feet; thence North 85 degrees 51 minutes 19 seconds West 69.18 feet; thence North 17 degrees 56 minutes 12 seconds West
91.96 feet to a place of beginning; thence South 17 degrees 40 minutes 39 seconds West 282 .08 feet ; thence North 72 degrees
39 minutes 23 seconds West 67 .05 feet; thence South 38 degrees 20 minutes 03 seconds West 189.45 feet ; thence North 46 degrees
24 minutes 27 seconds West 141.50 feet; thence South 42 degrees 15 minutes 48 seconds West 29.73 feet; thence South 21 degrees
13 minutes 42 seconds East 136.77 feet; thence South 73 degrees 08 minutes 45 seconds West 56.94 feet; thence South 07 degrees
50 minutes 22 seconds East 121.13 feet; thence North 83 degrees 34 minutes 44 seconds East 44 .78 feet; thence South 05 degrees
54 minutes 59 seconds East 87.46 feet; thence South 78 degrees 44 minutes 23 seconds West 272.46 feet; thence along the East line
of Highway US-23, 300 feet wide, North 24 degrees 09 minutes 47 seconds West 105.13 feet; thence North 01 degrees 05 minutes 26
seconds West 991.33 feet ; thence South 72 degrees 13 minutes 31 seconds East 234.21 feet; thence South 85 degrees 31 minutes
30 seconds East 115.35 feet; thence South 24 degrees 16 minutes 13 seconds East 245.72 feet; thence North 85 degrees 01 minutes
49 seconds East 138.52 feet; thence North 65 degrees 54 minutes 20 seconds East 50.61 feet; thence South 17 degrees 56 minutes
12 seconds East 98.98 feet to the place of beginning.


 




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EASEMENT PARCEL:


 


TOGETHER
WITH those certain perpetual, reciprocal , non-exclusive easements for storm drainage, water supply, sanitary sewer, fire lane,
utilities, and landscaping as set forth in that certain Easement Agreement dated September 22 , 1987 by and between Village Green
of Ann Arbor Associates Limited Partnership and HSF Associates II Limited Partnership, recorded October 30, 1987 in Liber 2185,
Page 893 of the Records of Washtenaw County, Michigan, as amended by First Amendment of Easement Agreement recorded January 4,
1995 in Liber 3065, Page 683 of the Records of Washtenaw County, Michigan.


 




    	35



    	 



    

 


Exhibit B


Org Chart


 





  




    	36



    	 



    

 


Exhibit C


Form of Lock-up Agreement


 


[•], 2014


 


Wunderlich Securities, Inc.


 


2200 Clarendon Boulevard


Arlington, VA 22201


 


As Representative of the Several Underwriters


 


Dear Ladies and Gentlemen:


 


As an inducement to
the Underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), by and among Bluerock
Residential Growth REIT, Inc., a Maryland corporation (the “Company”), Bluerock Multifamily Holdings, L.P.,
a Delaware limited partnership (the “Operating Partnership”) and BRG Manager, LLC, a Delaware limited liability
company (the “Manager”) on the one hand and Wunderlich Securities, Inc., as representative of the several underwriters
named in Schedule A to the Underwriting Agreement (the “Representative”) on the other hand, pursuant to which
an offering will be made for the Class A shares of common stock of the Company, par value $0.01 per share (the “Common
Shares”), the undersigned hereby agrees that during the period specified in the following paragraph (the “Lock-Up
Period”), the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly,
any Common Shares or securities convertible into or exchangeable or exercisable for any Common Shares (including common and special
units of partnership interest in the Operating Partnership, the “Common Stock”), enter into a transaction which
would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the
economic consequences of ownership of the Common Stock, whether any such aforementioned transaction is to be settled by delivery
of the Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer,
sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the
prior written consent of the Representative. In addition, the undersigned agrees that, without the prior written consent of the
Representative, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration
of any Common Stock or any security convertible into or exercisable or exchangeable for the Common Stock.


 


The “Lock-Up
Period” will commence on the date of this Lock-Up Agreement and continue and include the date 180 days after the public
offering date set forth on the final prospectus used to sell the Common Stock (the “Public Offering Date”)
pursuant to the Underwriting Agreement; provided, however, that (subject to the second succeeding paragraph) if
(1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material
event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that
it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each
case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings
results or the occurrence of the material news or material event, as applicable, unless the Representative waives, in writing,
such extension.


 


The undersigned agrees
that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement during
the period from the date of this Lock-Up Agreement to and including the 34th day following the expiration of the initial Lock-Up
Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it
has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous
paragraph) has expired.


 


A transfer of Common
Stock to a partner, member, family member or trust may be made, provided, that (i) such transfer shall not involve a disposition
for value, (ii) the transferee agrees to be bound in writing by the terms of this Agreement prior to such transfer, and (iii)
no filing or public announcement by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934,
as amended, or otherwise shall be required or shall be voluntarily made in connection with such transfer (other than a filing
on a Form 5 made after the expiration of the Lock-Up Period).


 




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In furtherance of
the foregoing, the transfer agent and registrar is hereby authorized to decline to make any transfer of shares of Common Stock
if such transfer would constitute a violation or breach of this Agreement.


 


This Agreement shall
be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Agreement
shall lapse and become null and void if the Public Offering Date shall not have occurred on or before [•], 2014 or if the
Company notifies the Representative in writing that it has elected not to proceed with a public offering of shares of Common Stock.
This agreement shall be governed by, and construed in accordance with, the laws of the State of New York.


 


	 	Very truly yours,
	 	 
	 	 
	 	[Name]


 




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Exhibit D


Form of Pledge Agreement


 


THIS PLEDGE AGREEMENT
(this “Agreement”), dated as of [____________], 2014, is entered into by and between BLUEROCK RESIDENTIAL GROWTH
REIT, INC., a Maryland corporation (the “Pledgee”), and __________________________________ (the “Pledgor”).
Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Contribution
Agreement (as defined below).


 


WHEREAS, pursuant
to that certain Contribution Agreement, dated as of [____________], 2014, by and between the Pledgee and the Pledgor (the “Contribution
Agreement”), the Pledgor is contributing the ___________________ Interests to the Pledgee in exchange for the _______________;


 


WHEREAS, pursuant
to the Contribution Agreement, the Pledgor has agreed to indemnify the Pledgee, its successors, assigns and Affiliates, including,
but not limited to, ___________________ (each, an “Indemnified Party” and, together, the “Indemnified
Parties”), for certain losses described in Section 8.1 of the Contribution Agreement (but subject to the limitations
expressed in Section 8.2 of the Contribution Agreement) (the “Losses”) and asserted during the Survival Period
(as hereinafter defined). The Pledgor’s obligations (i) so to indemnify the Indemnified Parties for Losses in accordance
with Section 8.1 of the Contribution Agreement, and (ii) to perform its obligations hereunder are referred to herein collectively
as the “Secured Obligations”; and


 


WHEREAS, in order
to secure the full and timely performance of the Secured Obligations pursuant to the Contribution Agreement, the Pledgor has agreed
to pledge and grant to the Pledgee, as security for the Secured Obligations, a lien and security interest in, to and under __________________
having a value equal to ten percent (10%) of the Consideration (as defined) under the Contribution Agreement (collectively the
“Pledged Interests”), such pledge, lien and security interest to remain in effect during the Pledge Period
(as defined below) subject to the terms hereof.


 


NOW, THEREFORE, in
consideration of the premises and the mutual agreements herein contained, and for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.            Grant
of Security Interest. As collateral security for the payment, performance and observance of the Secured Obligations, now existing
or hereafter arising, absolute or contingent, the Pledgor pledges to the Pledgee, for its own benefit and for the benefit of each
Indemnified Party subject to the limitations set forth herein, and grants to the Pledgee, for its own benefit and the benefit
of each Indemnified Party subject to the limitations set forth herein, a security interest in the following property (collectively,
the “Collateral”): 


 


(a)          the
Pledged Interests, as more particularly described in Exhibit A attached hereto;


 


(b)         any
equity securities of the Pledgee (“Additional Interests”) and/or obligations of the Pledgee in respect of the
Pledged Interests that may hereafter be acquired by the Pledgor during the Pledge Period and, if any, the certificates or other
instruments or documents evidencing the same;


 


(c)          all
rights of Pledgor in and to all distributions in kind declared in respect of any or all of the foregoing during the Pledge Period;


 


(d)         any
cash received by Pledgee pursuant to Section 8 below during the Pledge Period;


 


(e)         any
cash or cash equivalent (the “Cash Collateral”) substituted by Pledgor for the Pledged Interests and/or the
Additional Interests (or any portion thereof) pursuant to the terms hereof; and


 


(f)          all
proceeds and profits of any or all of the foregoing.


 




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Pledgor and Pledgee do hereby acknowledge
and agree that Pledgor shall be entitled, at any time during the Pledge Period, to substitute Cash Collateral for all or any portion
of the Pledged Interests and/or the Additional Interests. Any Cash Collateral shall be held in a segregated account in the name
of both Pledgor and Pledgee (at an institution designated by Pledgee) and shall be released from such account only upon instructions
given by Pledgor and Pledgee, which instructions shall conform with the provisions of this Agreement.


 


2.            Delivery
of Certificates and Instruments. The Pledgor shall deliver to the Pledgee: (a) the original certificates or other instruments
or documents evidencing the Pledged Interests, if any, concurrently with the execution and delivery of this Agreement, and (b)
the original certificates or other instruments or documents evidencing all other Collateral (except for Collateral that this Agreement
specifically permits the Pledgor to retain) within ten (10) days after Pledgor’s receipt thereof. All Collateral that is
certificated securities shall be in bearer form or, if in registered form, shall be reflected as being subject to this Agreement
on the books of the transfer agent.


 


3.            Pledgor
Remain Liable. Notwithstanding anything herein to the contrary: (a) the Pledgor shall remain obligated, to the extent set
forth in the agreements (including, without limitation, the Pledgee’s Charter Documents) under which it has received, or
has rights or obligations in respect of its ownership of, the REIT Shares (“Related Agreements”) to perform
its duties and obligations thereunder to the same extent as if this Agreement had not been executed; (b) the exercise by the Pledgee
of any of its rights hereunder shall not release the Pledgor from any of its duties or obligations under the Related Agreements,
except to the extent that such duties and obligations may have been terminated by reason of a sale, transfer or other disposition
of the Collateral pursuant hereto; and (c) the Pledgee shall not by reason of this Agreement have any obligations or liabilities
under the Related Agreements (beyond those imposed directly on the Pledgee by the express terms therein), nor shall the Pledgee
be obligated to perform any of the obligations or duties of the Pledgor under the Related Agreements or to take any action to
collect or enforce any claim for payment assigned hereunder. 


 


4.            Representations,
Warranties and Covenants. 


 


(a)          The
Pledgor represents, warrants and covenants, as of the date hereof (for itself and not jointly or jointly and severally with any
other Person), as follows:


 


(1)          Set
forth on Exhibit A attached hereto is a complete and accurate list and description of all Pledged Interests delivered by
Pledgor. Pledgor owns, directly or indirectly, all of such Pledged Interests, free and clear of all claims, mortgages, pledges,
liens, encumbrances and security interests of every nature whatsoever created (or allowed to be created) by Pledgor, except in
favor of the Pledgee. All other Collateral hereafter delivered by the Pledgor to the Pledgee will be owned, directly or indirectly,
by the Pledgor free and clear of all claims, mortgages, pledges, liens, encumbrances and security interests of every nature whatsoever,
except in favor of the Pledgee.


 


(2)          With
respect to the Pledgor, the address of its chief executive office and principal place of business, and the location of its books
and records relating to the Collateral, is set forth in Section 21 hereof. Pledgor will not change said address or location, or
merge or consolidate with any person or change its name during the Pledge Period, without at least fifteen (15) days’ prior
written notice to the Pledgee, and with respect to any such change in address or name or merger or consolidation, Pledgor shall
execute and deliver to the Pledgee such documents and take such actions as the Pledgee reasonably deems necessary to perfect and
protect the Pledgee’s security interests in and to the Collateral.


 


(3)          During
the Pledge Period (and, if and to the extent applicable, any Extended Pledge Period (as defined below)), the Pledgor will not
create, incur, assume or permit to exist any security interest in the Collateral (or during such Extended Pledge Period, the Retained
Collateral (as defined below)) other than the security interest created pursuant to this Agreement or sell, transfer, assign,
pledge or grant a security interest in the Collateral (or during such Extended Pledge Period, the Retained Collateral) to any
Person other than the Pledgee (provided that Pledgor shall be entitled to consent to the sale of the Pledged Interests or the
Additional Interests during the Pledge Period (and, if and to the extent applicable, the Extended Pledge Period) so long as such
sale is not binding or consummated until the Pledge Period has expired).


 




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(4)          The
Pledged Interests that are Collateral hereunder are fully paid and are not subject to any options to purchase or similar rights
of any kind granted by the Pledgor in favor of any Person, except pursuant to the terms of the Pledgee’s Charter Documents.


 


(5)          The
Pledgor has the power and authority to own its properties and to carry on its business as currently conducted.


 


(6)          The
Pledgor has the requisite power and authority to execute and deliver, and to perform its obligations under, this Agreement, and
has taken all necessary action to authorize such execution, delivery and performance.


 


(7)          This
Agreement constitutes the legal, valid and binding obligation of the Pledgor, enforceable against the Pledgor in accordance with
its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or affecting the rights and remedies of creditors or by the application of general equitable principles.


 


(8)          The
Pledgor’s execution, delivery and performance of this Agreement will not violate (as applicable) any law or regulation,
or any order or decree of any court or governmental instrumentality binding on Pledgor, or any provision of the Pledgor’s
Charter Documents, or any securities issued by, the Pledgor, and will not conflict with, or result in the breach of, or constitute
a default under, any indenture, mortgage, deed of trust, agreement or other instrument to which the Pledgor is a party or by which
it is bound, and will not result in the creation or imposition of any lien, charge or encumbrance upon any of the property of
the Pledgor pursuant to the provisions of any of the foregoing.


 


(9)          No
consent of any other Person (including, without limitation, as applicable, members and creditors of the Pledgor) and no consent,
license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with,
any governmental instrumentality is required in connection with the execution, delivery, performance, validity or enforceability
of this Agreement, except for (x) any of same necessary to issue, certificate or register the REIT Shares or (y) the filing of
any financing statements required or contemplated hereunder.


 


(10)        The
pledge of the Collateral pursuant to this Agreement creates a valid and perfected first priority security interest in such Collateral
to the extent a security interest can be created therein pursuant to the New York Uniform Commercial Code, subject to any filings,
agreements or actions required pursuant to the New York Uniform Commercial Code or otherwise.


 


(11)        During
the Pledge Period (and any Extended Pledge Period, if and to the extent applicable), the Pledgor will take commercially reasonable
actions to defend the Pledgee’s security interest in the Collateral (or, during such Extended Pledge Period, the Retained
Collateral) against the claims and demands of all Persons whomsoever (other than Affiliates of Pledgee).


 


(12)        During
the Pledge Period (and any Extended Pledge Period, if and to the extent applicable), the Pledgor will take any and all commercially
reasonable actions necessary to maintain its status as a stockholder of the Pledgee and the shares of Pledgee’s Class “A”
common stock represented by the Pledged Interests.


 


(13)        During
the Pledge Period, the Pledgor will not enter into or assume any other agreement containing a negative pledge with respect to
the Collateral (or, during any Extended Pledge Period, if and to the extent applicable, with respect to the Retained Collateral).


 


(b)          The
Pledgee represents, warrants and covenants, as of the date hereof (for itself and not jointly or jointly and severally with any
other Person), as follows:


 




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(1)          During
the Pledge Period (and, if and to the extent applicable, any Extended Pledge Period (as defined below)), the Pledgee will not
sell, transfer, assign or the Collateral (or during such Extended Pledge Period, the Retained Collateral) to any Person or allow
any lien to be placed on or otherwise encumber the Collateral.


 


(2)          The
Pledged Interests and the Additional Interests that are Collateral hereunder will not be made subject to any options to purchase
or similar rights of any kind granted by the Pledgee in favor of any Person, except pursuant to the terms of the Pledgee’s
Charter Documents.


 


(3)          The
Pledgee has the power and authority to own its properties and to carry on its business as currently conducted.


 


(4)          The
Pledgee has the requisite power and authority to execute and deliver, and to perform its obligations under, this Agreement, and
has taken all necessary action to authorize such execution, delivery and performance.


 


(5)          This
Agreement constitutes the legal, valid and binding obligation of the Pledgee, enforceable against the Pledgee in accordance with
its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or affecting the rights and remedies of creditors or by the application of general equitable principles.


 


(6)          The
Pledgee’s execution, delivery and performance of this Agreement will not violate (as applicable) any law or regulation,
or any order or decree of any court or governmental instrumentality binding on Pledgee, or any provision of the Pledgee’s
Charter Documents, or any securities issued by, the Pledgee, and will not conflict with, or result in the breach of, or constitute
a default under, any indenture, mortgage, deed of trust, agreement or other instrument to which the Pledgee is a party or by which
it is bound, and will not result in the creation or imposition of any lien, charge or encumbrance upon any of the property of
the Pledgee pursuant to the provisions of any of the foregoing.


 


(7)          No
consent of any other Person (including, without limitation, as applicable, stockholders and creditors of the Pledgee) and no consent,
license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with,
any governmental instrumentality is required in connection with the execution, delivery, performance, validity or enforceability
of this Agreement, except for (x) any of same necessary to issue, certificate or register the REIT Shares or (y) the filing of
any financing statements required or contemplated hereunder.


 


5.            Registration.
If any Claim (as defined below) remains unresolved thirty (30) days after the date of issuance of the applicable Claim Notice
(as defined below), and provided Pledgee has notified Pledgor in writing of its intention to take any of the actions specified
in this Section 5 and further provided Pledgor has not within three (3) business days from receipt of such written notification
substituted Cash Collateral in the amount of such Outstanding Claim (as defined below) for all (or an applicable portion) of the
Pledged Interests (and/or the Additional Interests), then Pledgee may cause all or any of the Collateral to be transferred to
or registered in its name or the name of its nominee or nominees. Notwithstanding anything contained herein to the contrary, Pledgee
shall not be entitled to take any action under this Agreement with respect to the Pledged Interests (or the Additional Interests)
that is prohibited by the terms, or would cause a breach or violation, of the Lock-Up Agreement or the Registration Rights Agreement.


 


6.            Claims;
Value of Collateral. 


 


(a)          Any
claims by an Indemnified Party for indemnification under the Contribution Agreement shall be made in accordance with Section 8.1
of the Contribution Agreement. On or prior to the first (1st) anniversary of the Closing (the “Survival Period”),
an Indemnified Party may give written notice (each a “Claim Notice”) to the Pledgor of any Loss that is subject
to indemnification under Section 8.1 of the Contribution Agreement (each a “Claim”). Pledgor and Pledgee shall
use commercially reasonable efforts to resolve any Claim within thirty (30) days of issuance of the applicable Claim Notice. Any
Claim that has not been resolved to the mutual satisfaction of Pledgor and Pledgee shall be referred to hereunder as an “Outstanding
Claim”. The amount required to satisfy any Claim shall be disclosed in the Claims Notice, as estimated by the Independent
Directors (as defined below) in their reasonable discretion, and same shall be binding on Pledgor unless manifestly erroneous
(such amount(s) being referred to, individually and collectively, as the “Estimated Claims Amount”).


 




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(b)          The
value of Collateral (the “Value”) shall be determined as follows: (i) with respect to Collateral consisting
of the REIT Shares, an amount equal to ten percent (10%) of the aggregate monetary value of the REIT Shares (determined by the
Share Price on the Closing Date); (ii) for all other non-cash (or non-cash equivalent) Collateral, the fair market value of such
Collateral as determined by the independent directors of the Pledgee who meet the New York Stock Exchange standards of independence
for directors, as determined by the board of directors of the Pledgee (the “Independent Directors”).


 


7.            Voting
Rights and Certain Payments Prior to Occurrence of Secured Obligations and Other Events. 


 


(a)          Unless
and until a Claim Notice has been properly issued, the Pledgor shall be entitled to exercise, in its sole discretion but not inconsistent
with the terms hereof, the voting power with respect to any such Collateral, and for that purpose the Pledgee shall (if such Collateral
shall be registered in the name of the Pledgee or its nominee in strict compliance with the terms hereof) execute, or cause to
be executed, from time to time such proxies or other instruments in favor of the Pledgor or its nominee in such form and for such
purposes as shall be reasonably required and specified in writing by the Pledgor, to enable the Pledgor to exercise such voting
power with respect to such Collateral. If a Claim Notice has been properly issued by Pledgee, then the rights granted under this
Paragraph 7(a) shall be exercisable by Pledgee, rather than Pledgor, with respect to Collateral having a Value equal to the Estimated
Claims Amount (the “Claims Pending Collateral”), with Pledgor retaining the rights granted hereunder relating
to all other Collateral.


 


(b)          Unless
and until a Claim Notice has been properly issued, the Pledgor shall be entitled to receive and retain for its own account any
and all regular cash distributions (but not distributions in the form of Additional Interests or other securities, distributions
in kind or liquidating distributions, all of which shall be delivered and applied in accordance with Section 8 hereof) and interest
at any time and from time to time paid upon any of such Collateral, and the Pledgee shall have no rights in or to same by virtue
of this Agreement. Any of such regular cash distributions or interest paid while any Outstanding Claim exists shall be deemed
part of the Collateral under this Agreement and thereafter subject to the terms hereof relating to such Collateral.


 


8.            Extraordinary
Payments and Distributions. In case, upon the dissolution or liquidation (in whole or in part) of the Pledgee, any sum shall
be paid as a liquidating distribution or otherwise upon or with respect to any of the Collateral during the Pledge Period, such
sum shall be paid over to the Pledgee promptly, and in any event within ten (10) days after receipt thereof, to be held by the
Pledgee as additional Collateral hereunder and all of the same shall constitute Collateral for all purposes hereof. Any such payment
made following the expiration of the Pledge Period shall belong solely to the Pledgor, and the Pledgee shall have no rights in
or to same by virtue of this Agreement, except to the extent any Retained Collateral remains held by Pledgee, in which case any
such payment applicable to such Retained Collateral shall be deemed part of such Retained Collateral under this Agreement and
thereafter subject to the terms hereof relating to such Retained Collateral. In case, during the Pledge Period, any distribution
of Additional Interests shall be made with respect to the Collateral, or Additional Interests or fractions thereof shall be issued
pursuant to any split involving any of the Collateral, or any distribution of capital shall be made on any of the Collateral,
or any shares, obligations or other property shall be distributed upon or with respect to the Collateral pursuant to a recapitalization
or reclassification of the capital of the Pledgee, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy
or reorganization of the Pledgee, or pursuant to the merger or consolidation of the Pledgee with or into another entity, the shares,
obligations or other property so distributed shall be delivered to the Pledgee promptly, and in any event within ten (10) days
after receipt thereof, to be held by the Pledgee as additional Collateral hereunder, and all of the same shall constitute Collateral
for all purposes hereof. Any such distribution made following the expiration of the Pledge Period shall belong solely to the Pledgor,
and the Pledgee shall have no rights in or to same by virtue of this Agreement, except to the extent any Retained Collateral remains
held by Pledgee, in which case any such distribution applicable to such Retained Collateral shall be deemed part of such Retained
Collateral under this Agreement and thereafter subject to the terms hereof relating to such Retained Collateral. 


 




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9.            Pledgor
Obligations Not Affected. The obligations of the Pledgor hereunder shall remain in full force and effect and shall not be
impaired by: 


 


(a)          any
bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of the Pledgor;


 


(b)          any
amendments to or modifications of any instrument (other than this Agreement) securing any of the Secured Obligations provided
that the Pledgor has consented to same (such consent not to be unreasonably conditioned, delayed or denied);


 


(c)          the
taking of additional security for, or any guaranty of, any of the Secured Obligations or the release or discharge or termination
of any security or guaranty for any of the Secured Obligations; or


 


(d)          the
lack of enforceability of any of the Secured Obligations against the Pledgor or any other person, whether or not the Pledgor shall
have notice or knowledge of any of the foregoing.


 


10.         Voting
Rights and Certain Payments After Occurrence of Claim Notice and Certain Other Events. 


 


(a)          From
and after the issuance of any Claim Notice, all rights of the Pledgor to exercise, or refrain from exercising, all voting power
with respect to, and to otherwise exercise all ownership rights arising from, the Claims Pending Collateral shall cease, and thereupon
the Pledgee shall be entitled to exercise all voting power with respect to such Claims Pending Collateral and otherwise exercise
such ownership rights as though the Pledgee were the outright owner of such Claims Pending Collateral (Pledgor shall retain such
voting power with respect to all other Collateral). If the Independent Directors of the Pledgee reasonably determine that the
Estimated Claims Amount equals or exceeds the Value of the Collateral then available to satisfy such Outstanding Claims, then
the Pledgor shall no longer be the owner of such Collateral for tax purposes and all rights of the Pledgor to receive and retain
the distributions and interest which it would otherwise be authorized to receive and retain pursuant to Section 7 hereof shall
cease, and thereupon the Pledgee shall be entitled to receive and retain, as additional Collateral hereunder, any and all distributions
and interest at any time and from time to time paid upon any of such Collateral, provided that, concurrent with making such determination,
the Pledgee gives notice thereof to the Pledgor.


 


(b)          All
payments, distributions or other property or assets that are received by the Pledgor contrary to the provisions of paragraph (a)
of this Section 10 shall be received and held in trust for the benefit of the Pledgee, shall be segregated from other funds of
the Pledgor and shall be forthwith paid over to the Pledgee.


 


11.         Application
of Cash Collateral. Any cash received and retained by the Pledgee as additional Collateral pursuant to Section 8 hereof may
at any time and from time to time be applied (in whole or in part) by the Pledgee, at its option, in strict accordance with the
terms and conditions hereof, to the payment of the Secured Obligations which such Collateral secures (in the order described in
paragraph 12 below), but only if and to the extent any such payment is required hereunder. 


 


12.         Application
of Proceeds. Except as otherwise expressly provided herein, any cash received and retained pursuant to Section 8 hereof shall
be applied by the Pledgee: first to the payment in full of the Secured Obligations, but only if and to the extent any such payment
is required hereunder; and then, to the payment to the Pledgor, or its successors or assigns or as a court of competent jurisdiction
may direct, of any surplus then remaining.


 


13.         Remedies
With Respect to the Collateral. 


 


(a)          If
any Claim remains unresolved thirty (30) days after the date of receipt of the applicable Claim Notice, then Pledgee, without
obligation to resort to other security, shall have the right at any time and from time to time thereafter to apply, after three
(3) business days’ prior written notice to Pledgor (each an “Application Notice”), Collateral with a
Value equal to the Estimated Claims Amount, in one or more parcels at the same or different times, and to receive all right, title
and interest, claim and demand therein and right of redemption thereof, same to be applied by Pledgee to payment of such Outstanding
Claims.


 




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(b)          Notwithstanding
anything to the contrary in this Agreement or the Contribution Agreement, the sole recourse of the Pledgee against the Pledgor
for the Secured Obligations is limited to the rights of the Pledgor in any Collateral that is applied by the Pledgee in strict
accordance with the terms and conditions hereof to satisfy such Secured Obligations.


 


(c)          No
demand, advertisement or notice, all of which are hereby expressly waived, shall be required in connection with any transfer of
Collateral to the Pledgee in strict accordance with the terms and conditions of this Agreement.


 


(d)          Subject
to the provisions of Section 13(b) above, the remedies provided herein in favor of the Pledgee relating to the Collateral shall
not be deemed exclusive, but shall be cumulative, and shall be in addition to all other remedies in favor of the Pledgee relating
to the Collateral existing at law or in equity.


 


14.         Care
of Collateral. The Pledgee shall have no duty as to the collection or protection of the Collateral or any income thereon or
as to the preservation of any rights pertaining thereto, beyond the safe custody of any thereof actually in its possession. With
respect to any maturities, calls, conversions, exchanges, redemptions, offers, tenders or similar matters relating to any of the
Collateral (herein called “events”), the Pledgee’s duty shall be fully satisfied if (i) the Pledgee exercises
reasonable care to ascertain the occurrence and to give reasonable written notice to the Pledgor of any events applicable to any
Collateral which are registered and held in the name of the Pledgee or its nominee, (ii) the Pledgee gives the Pledgor reasonable
written notice of the occurrence of any events, of which the Pledgee has actual knowledge, as to any securities which are in bearer
form or are not registered and held in the name of the Pledgee or its nominee (the Pledgor agreeing to give the Pledgee reasonable
written notice of the occurrence of any events applicable to any securities Collateral in the possession of the Pledgor of which
the Pledgor has received knowledge), and (iii) (a) the Pledgee endeavors to take such action with respect to any of the events
as the Pledgor may reasonably and specifically request in writing in sufficient time for such action to be evaluated and taken
or (b) if the Pledgee reasonably determines that the action requested might adversely affect the value of the Collateral, the
collection of the Secured Obligations, or otherwise prejudice the interests of the Pledgee, the Pledgee gives reasonable written
notice to the Pledgor that any such requested action will not be taken and if the Pledgee makes such determination or if the Pledgor
fails to make such timely request, the Pledgee takes such other action as it deems advisable in the circumstances. Except as hereinabove
specifically set forth, the Pledgee shall have no further obligation, under this Agreement only, to ascertain the occurrence of,
or to notify the Pledgor with respect to, any events and shall not be deemed to assume any such further obligation as a result
of the establishment by the Pledgee of any internal procedures with respect to any Collateral in its possession. 


 


15.         Power
of Attorney. The Pledgor hereby appoints the Pledgee to act during the Pledge Period (and, if and to the extent applicable,
any Extended Pledge Period) as the Pledgor’s attorney-in-fact for the purpose of carrying out the provisions of this Agreement
and taking any action and executing any instrument that the Pledgee reasonably may deem necessary or advisable to accomplish the
purposes hereof, provided that Pledgee has given Pledgor prior reasonable written notice of Pledgee’s intention to exercise
such attorney-in-fact rights. Without limiting the generality of the foregoing, at any time while an Outstanding Claim exists,
the Pledgee shall have the right and power (a) with respect to any Claims Pending Collateral to satisfy a Secured Obligation in
strict accordance with the terms and conditions herein, to receive, endorse and collect all checks and other orders for the payment
of money made payable to the Pledgor representing any interest or other distribution payable in respect of such Claims Pending
Collateral or any part thereof and to give full discharge for the same, and (b) to execute endorsements, assignments or other
instruments of conveyance or transfer with respect to all or any of the Claims Pending Collateral; provided, that the Pledgee
shall provide reasonable written notice to the Pledgor prior to taking any such action under the foregoing clauses (a) and (b).
For purposes of this Section 15 and Section 14 above, “reasonable written notice” shall mean written notice given
within five (5) days of the occurrence of the event, issue or at least five (5) days prior to the date on which such requisite
action will be taken.


 


16.         Further
Assurances. The Pledgor shall, at its sole cost and expense, upon reasonable request of the Pledgee, duly execute and deliver,
or cause to be duly executed and delivered, to the Pledgee such further instruments and documents and take and cause to be taken
such further actions as may be necessary or proper in the reasonable opinion of the Pledgee to carry out more effectually the
provisions and purposes of this Agreement; provided that none of the same will materially affect Pledgor’s or Pledgee’s
rights hereunder or materially increase their obligations hereunder. 


 




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17.         No
Waiver. No failure on the part of the Pledgee to exercise, and no delay on the part of the Pledgee in exercising, any of its
options, powers, rights or remedies hereunder during the Pledge Period, or partial or single exercise thereof, shall constitute
a waiver thereof or preclude any other or further exercise thereof or the exercise of any other option, power, right or remedy
during the Pledge Period. 


 


18.         Security
Interest Absolute. All rights of the Pledgee hereunder, grant of a security interest in the Collateral and all obligations
of the Pledgor hereunder, shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the
Contribution Agreement, any of the Secured Obligations or any other agreement or instrument relating thereto, (b) any change in
any term of all or any of the Secured Obligations or any other amendment or waiver of, or any consent to any departure from, the
Contribution Agreement or any other agreement or instrument or (c) any other circumstance that might otherwise constitute a defense
available to, or a discharge of the Pledgor in respect of the Secured Obligations or in respect of this Agreement. 


 


19.         Expenses.
Pledgor agrees to pay the Pledgee all reasonable out-of-pocket expenses of the Pledgee (including reasonable expenses for legal
services of every kind) of, or incident to the enforcement of, any provisions of this Agreement. Pledgee agrees to pay the Pledgor
all reasonable out-of-pocket expenses of the Pledgor (including reasonable expenses for legal services of every kind) of, or incident
to the enforcement of, any obligations of Pledgee hereunder.


 


20.         End
of Pledge Period; Return of Collateral. 


 


(a)          For
purposes of this Agreement, the “Pledge Period” means the period beginning on the date hereof and ending on
the six (6) month anniversary of the date hereof; provided, that, if there are any Outstanding Claims at the time
of termination of the Pledge Period, the Pledgee shall have the right to retain, pending resolution of such Outstanding Claim(s)
pursuant to Section 8.1 of the Contribution Agreement, and at all times subject to the terms hereof, Collateral equal in Value
to the Estimated Claims Amount (“Retained Collateral”). Solely with respect to such Retained Collateral, the
Pledge Period shall be deemed to continue (an “Extended Pledge Period”) until the earlier to occur of (i) the
ten (10) month anniversary of the date hereof or (ii) the resolution pursuant to Section 8.1 of the Contribution Agreement, of
the Outstanding Claim(s) to which such Retained Collateral relates; provided, however, if any Outstanding Claims remain in existence
on the ten (10) month anniversary of the date hereof, then Pledgor shall be required to deliver Replacement Collateral (as defined
below) to Pledgee before the Extended Pledge Period may end. Following the expiration of the Pledge Period, the Pledgor shall
be required to maintain for the balance of the Survival Period a minimum net worth of not less than $10,000,000.00.


 


(b)          Upon
the termination of the Pledge Period (or the Extended Pledge Period, if and to the extent applicable), the Pledgor shall be entitled
to, and the Pledgee promptly shall effect, the return to the Pledgor of all of the Collateral (and all other cash or other items
held as additional Collateral hereunder) that has not been used or applied toward the payment of the Secured Obligations in strict
accordance with the terms hereof (it being understood, for the sake of clarity, that Collateral not so used or applied shall become
subject to the foregoing return obligation on and as of the last day of the Pledge Period, except for any Retained Collateral,
which shall become subject to the foregoing return obligation on and as of the date determined in accordance with Section 20(a)
above). The Pledgee shall take all necessary actions to effect and evidence the return of Collateral under this Section 20, including,
without limitation, the filing of UCC termination statements with respect to, and the return to the Pledgor of certificates, if
any, representing the Pledged Interests (or Additional Interests) comprising, such Collateral.


 


(c)          The
assignment by the Pledgee to the Pledgor of such Collateral shall be without representation or warranty of any nature whatsoever
except as otherwise provided in Paragraph 4(b) above. Pledgor shall be entitled to exercise any and all rights or remedies available
to it at law or in equity concerning Pledgee’s performance of its obligations hereunder (or any breach of the representations
or warranties made by Pledgee hereunder).


 




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(d)          Notwithstanding
anything to the contrary in this Agreement, the Pledgor shall have the right to substitute Cash Collateral for (i) any Pledged
Interests or Additional Interests that are subject to application by Pledgee following issuance of an Application Notice or (ii)
any Pledged Interests (or Additional Interests) constituting Retained Collateral (“Replacement Collateral”)
by depositing such Replacement Collateral with the Pledgee (same to be held subject to the Cash Collateral provisions set forth
in Section 1 and elsewhere herein) and instructing the Pledgee to release the Pledged Interests (or Additional Interests) for
which they are substituted; provided, that as of the date of such substitution, the Value of the Replacement Collateral
shall be equal to or greater than the Estimated Claims Amount. Upon replacement of the Pledged Interests (or Additional Interests)
with Replacement Collateral meeting the requirements stated above, the Pledgee’s security interest in the replaced Pledged
Interests (or Additional Interests) shall terminate and be released and the Pledgee shall take all necessary actions to effect
and evidence the return of the Pledged Interests (or Additional Interests), including, without limitation, the filing of UCC termination
statements with respect to such Pledged Interests (or Additional Interests), and the prompt delivery of the original certifications,
if any, or other instruments or documents evidencing the Pledged Interests (or Additional Interests). The continuing lien and
perfected security interest granted by the Pledgor to the Pledgee shall automatically apply and attach to and be granted with
respect to the Replacement Collateral and Pledgor shall execute and deliver to the Pledgee such documents and take such actions
as the Pledgee reasonably deems necessary to perfect and protect the Pledgee’s security interests in and to the Replacement
Collateral.


 


21.         Notices.
All notices and other communications in connection with this Agreement shall be made in writing and delivered by hand, recognized
overnight delivery service or by certified or registered mail, postage prepaid, with return receipt requested: 


 


	If to Pledgee:	c/o BRG Manager, LLC
	 	712 Fifth Avenue, 9th Floor
	 	New York, NY 10019
	 	Attn:  R. Ramin Kamfar
	 	 
	If to Pledgor:	c/o ___________________
	 	712 Fifth Avenue, 9th Floor
	 	New York, NY 10019
	 	Attn: Jordan B. Ruddy


 


22.         Amendments
and Waivers. No amendment or waiver of any provision of this Agreement shall in any event be effective unless the same shall
be in writing and signed by the Pledgee and the Pledgor. 


 


23.         Governing
Law. This Agreement and the rights and obligations of the Pledgee and the Pledgor hereunder shall be construed in accordance
with and governed by the law of the State of New York (without giving effect to the conflict-of-laws principles thereof). 


 


24.         [Reserved].



 


25.         Transfer
or Assignment. Except with respect to any assignment or transfer by the Pledgee to an Affiliate (which shall not require the
Pledgor’s consent, but as to which the Pledgee will give prior written notice to the Pledgor), none of the Pledgor or Pledgee
may assign or transfer any of their respective rights under and interests in this Agreement without the prior written consent
of the Pledgor (if the assignor/transferee is the Pledgee) or of the Pledgee (if the assignor/transferee is the Pledgor), which
consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that no consent
of the Pledgor is required hereunder for (a) the assignment or transfer by the Pledgee of any of its rights under and interests
in the Contribution Agreement to any permitted assignee under the Contribution Agreement or (b) the Pledgee to act hereunder as
agent on behalf of any Person who becomes a Indemnified Party. Upon receipt of such consent (if required under this Section 25),
the Pledgee may deliver the Collateral or any portion thereof to its assignee/transferee who shall thereupon, to the extent provided
in the instrument of assignment, have all of the rights and obligations of the Pledgee hereunder with respect to the Collateral,
and the Pledgee shall thereafter be fully discharged from any responsibility with respect to the Collateral so delivered to such
assignee/transferee provided that such assignee/transferee has expressly assumed in writing all duties and obligations of the
Pledgee hereunder to the reasonable satisfaction of Pledgor. However, no such assignment or transfer shall relieve such assignee/transferee
of those duties and obligations of the Pledgee specified hereunder. 


 




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26.         Benefit
of Agreement. This Agreement shall be binding upon and inure to the benefit of the Pledgor and the Pledgee and their respective
successors and permitted assigns, and all subsequent holders of the Secured Obligations. 


 


27.         Counterparts.
This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original and all of which shall together constitute one and the same agreement.



 


28.         Captions.
The captions of the sections of this Agreement have been inserted for convenience only and shall not in any way affect the meaning
or construction of any provision of this Agreement. 


 


29.         Complete
Agreement. This Agreement and the Contribution Agreement, as applicable, constitute the entire agreement of the parties with
respect to the subject matter hereof and supersede all other understandings, oral or written, with respect to the subject matter
hereof. 


 


30.         Severability.
In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired
provided that the parties retain all of the material rights afforded to them herein notwithstanding the removal of such invalid,
illegal or unenforceable provision. 


 


31.         No
Third-Party Beneficiaries. Except as may be expressly provided or incorporated by reference herein, no provision of this Agreement
is intended, nor shall it be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind
in any customer, affiliate, stockholder, partner, member, director, officer or employee of any party hereto or any other Person
or entity. 


 


[SIGNATURES ON FOLLOWING
PAGE]


 




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IN WITNESS WHEREOF,
the parties hereto have duly executed and delivered this Agreement on the day and year written below.


 


	 	Pledgor:
	 	 	 
	 	By: 	 
	 	 	 
	 	Name:	 	 
	 	 	 	 
	 	Title:	 	Authorized Signatory
	 	 	 	 
	Dated: ___________, 2014	 	 


 


	
	Pledgee:
	 	 
	 	 	Bluerock Residential Growth REIT, Inc., a Maryland
    corporation 
	 	 	 
	 	 	 	By:	 
	 	 	 	 	 
	 	 	 	Name:	 
	 	 	 	 	 
	Dated: ___________, 2014	 	 	Title:	 


 




    	49



    	 



    

 


EXHIBIT A


TO


PLEDGE AGREEMENT


 


Description of Pledged Interests


 


	Name of Pledgor	Certificate Number or
    Book Entry Number	Pledged Interests


 




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APPENDIX 1.2


 


Defined Terms


 


“Advisor”
shall mean BRG Manager, LLC, a Delaware limited liability company, as advisor to the REIT.


 


“Affiliate”
shall mean: (a) an entity that directly or indirectly controls, is controlled by or is under common control with the party in
question; or (b) an entity at least a majority of whose economic interest is owned by the party in question; and the term “control”
means the power to direct the management of such entity through voting rights, ownership or contractual obligations.


 


“Agreement”
shall have the meaning given to it in the preamble to this Agreement.


 


“Assignment
of Interests” shall have the meaning given to it in Section 4.3(a).


 


“BRG Ann Arbor” shall
have the meaning given to it in the Recitals to this Agreement.


 


“BR JV Member”
shall have the meaning given to it in the Recitals to this Agreement.


 


“Business
Day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks are authorized or required
to close under applicable laws, or are in fact closed, in New York, New York.


 


“Charter
Documents” shall mean, with respect to any entity, its articles of incorporation, declaration of trust, bylaws, partnership
agreement, statement of partnership, certificate of limited partnership, limited liability company agreement, limited liability
company certificate or articles, or other charter or governing or organizational documents, and all applicable amendments or supplements
to any of the foregoing.


 


“Closing”
shall mean the occurrence of the following: (i) the satisfaction of all conditions precedent set forth herein, including, but
not limited to the Transaction Conditions (or the waiver in writing of such condition by the Party entitled to the benefit of
such condition) and (ii) the execution and delivery of the other documents and items to be executed and delivered pursuant to
Article 4 and the other provisions hereof; and (iii) the consummation of the contribution of the Village Green Interests
for the Consideration as provided in this Agreement.


 


“Closing
Date” shall mean the date on which the Closing occurs.


 


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


 


“Commercially
Reasonable Efforts” shall mean, whenever there is imposed on any Party such standard, that such Party shall be required
to exert those efforts or diligence only to the extent they are economically feasible, practicable and reasonable under the circumstances
and shall not impose upon such Party material financial or other burdens or require any Party to institute any legal action.


 


“Companies”
shall mean each of BR JV Member and Village Green of Ann Arbor Associates, LLC, a Michigan limited liability company.


 


“Company
Information” shall have the meaning given to it in Section 2.2 of this Agreement.


 


“Contributor”
or “Contributors” shall mean, individually and collectively as the context appears, SOIF II and SOIF III.


 


“Disclosure
Schedule” shall mean the schedule annexed to this Agreement which lists any exceptions to the applicable representations,
warranties or disclosures made in the main text of the Agreement. If there is no Disclosure Schedule annexed to this Agreement,
there shall be no such exceptions.


 


“Disposition
Fee Shares” shall have the meaning given to it in Section 5.4 of this Agreement.


 




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“Due Diligence
Materials” shall mean the Property Information, the Company Information and any other reports, financial statements
or written materials delivered or made available to REIT by or on behalf of Contributors prior to the end of the Due Diligence
Period.


 


“Encumber”
shall mean to voluntarily or involuntarily create, or permit to suffer the creation of, any Encumbrances.


 


“Encumbrances”
shall mean any and all security interests, pledges, liens, charges, easements, encroachments, claims, purchase options or other
encumbrances or restrictions of any kind on title to any asset, including, without limitation, any restriction on the use, transfer,
receipt of income or other exercise of any attribute of ownership of such asset (not including applicable Laws).


 


“Environmental
Laws” shall mean, without limitation, the Resource Conservation and Recovery Act and the Comprehensive Environmental
Response Compensation and Liability Act and other federal, state, county, municipal and other local laws governing or relating
to Hazardous Materials or the environment together with their implementing regulations, ordinances and guidelines.


 


“ERISA”
shall mean Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.


 


“Existing
Title Exceptions” shall mean as to the Existing Title Policy, the exceptions set forth in such Existing Title Policy.


 


“Existing
Title Policy” shall mean the most recent owner’s title insurance policy insuring Village Green Titleholder, a
copy of which (together with copies of all exception documents) has been or will be delivered to REIT as part of the Property
Information.


 


“FIRPTA Certificate”
shall have the meaning given to it in Section 4.3(b) hereof.


 


“Governmental
Authority” and “Governmental Authorities” shall mean any governmental authority having jurisdiction
over any of the Property, REIT, Contributors, the Companies or any of their respective Affiliates, including, without limitation,
the United States of America, the state, county and municipality where the Property is located, and any court, agency, department,
commission, board, bureau, utility district, flood control district, improvement district or similar district, or other instrumentality
of any of them.


 


“Hazardous
Materials” shall mean, without limitation, polychlorinated biphenyls, urea formaldehyde, radon gas, lead paint, radioactive
matter, asbestos, petroleum products, including crude oil or any fraction thereof, natural gas, natural gas liquids, liquefied
natural gas, or synthetic gas usable for fuel (or mixtures of natural gas or such synthetic gas), and any substance, material,
waste, pollutant or contaminant listed or defined as hazardous, infectious or toxic under any Environmental Law.


 


“Improvements”
shall mean, as to the Property, all buildings, fixtures, structures, parking areas, landscaping and other improvements located
on the applicable Land.


 


“Intangible
Property” shall mean, as to the Property, all right, title and interest of Village Green Titleholder in and to all intangible
personal property owned by Village Green Titleholder and now or hereafter used in connection with the operation, ownership, maintenance,
management, or occupancy of the Village Green Property, including, without limitation, any and all trade names and trademarks
associated with such Village Green Property; the plans and specifications for the applicable Improvements, including as-built
plans; unexpired warranties, guarantees, indemnities and claims against third parties; contract rights related to the construction,
operation, repair, renovation, ownership or management of the Village Green Property; pending permit or approval applications
as well as existing permits, approvals and licenses (to the extent assignable); insurance proceeds and condemnation awards; and
books and records relating to the Village Green Property.


 


“Interests”
shall mean the Village Green Interests.


 




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“KeyBank
Line of Credit” shall mean that certain revolving line of credit lending facility provided by KeyBank, N.A., and its
affiliates to Contributor and certain of its affiliates.


 


“Land”
shall mean, for the Property, the land owned by Village Green Titleholder, as described in the Existing Title Policy insuring
such Village Green Titleholder, and all rights, benefits, privileges, easements, tenements, hereditaments, and appurtenances in
anywise appertaining to the land, including any and all mineral rights, development rights, water rights and the like; and all
right, title, and interest of Village Green Titleholder in and to all strips and gores and any land lying in the bed of any street,
road or alley, open or proposed, adjoining the land.


 


“Laws”
shall mean all applicable federal, state and local laws, rules, ordinances, regulations and codes, including without limitation,
all zoning, building, health and safety, environmental, land use and persons with disabilities requirements.


 


“Leases”
shall mean, as to the Property, all leases, subleases or other occupancy agreements pursuant to which any person has the right
to occupy space in the Improvements.


 


“Lender”
shall mean any lender, and its successors and assigns, identified under each Loan.


 


“Limitation
Period” shall have the meaning given to it in Section 6.8 hereof.


 


“Loan”
and “Loans” shall mean, individually and collectively as applicable, the mortgage loans encumbering the Property.


 


“Loan Documents”
shall mean the documents and instruments evidencing and securing each of the Loans.


 


“Lock-up
Agreement” shall mean those certain Lock-up Agreements executed by or on behalf of the SOIF Parties and the parties
identified in Section 5.4 hereof.


 


“LTIP Units” shall have
the meaning given to it in Section 5.4 hereof.


 


“Mandatory
Cure Items” shall have the meaning given to it in Section 2.4.


 


“Material
Adverse Effect” shall mean any circumstance, change or effect that (a) is materially adverse to the business, assets,
property, results of operations or financial condition of any of the Companies or the Property, individually or in the aggregate,
or (b) materially impedes the ability of the Contributors to consummate the transactions contemplated hereby; provided, however,
a Material Adverse Effect shall exclude any circumstance, change or effect resulting from any one or more of the following:
(i) any change in the United States or foreign economies or securities or financial markets in general, that does not materially
disproportionately affect the business, assets, property, results of operations or financial condition of the Companies taken
as a whole as compared to other similarly situated Persons in the industries in which the Companies operate, (ii) any change that
generally affects any industry in which any of the Companies operates, that does not materially disproportionately affect the
business, assets, property, results of operations or financial condition of the Companies taken as a whole as compared to other
similarly situated Persons in the industries in which the Companies operate; (iii) any change arising in connection with hostilities,
acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of
war, sabotage or terrorism or military actions existing or underway as of the date hereof; (iv) any action taken by REIT in respect
of the transactions contemplated hereby or in respect of the applicable Companies; (v) any changes in applicable Laws or accounting
rules, which do not materially disproportionately affect the Companies taken as a whole as compared to other similarly situated
Persons in the industries in which the Companies operate; or (vi) any effect resulting from the public announcement of this Agreement,
compliance with terms of this Agreement or the consummation of the transactions contemplated hereby.


 


“Objections”
shall have the meaning given to it in Section 2.4 hereof.


 


“Objection
Notice” shall have the meaning given to it in Section 2.4 hereof.


 




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“Operating
Partnership” shall have the meaning given to it in the preamble to this Agreement.


 


“Org Chart”
shall mean the organizational chart attached to this Agreement as Exhibit B.


 


“Permitted
Exceptions” shall mean, the Existing Title Exceptions, any additional exceptions approved or deemed approved by REIT
pursuant to Section 2.4 of this Agreement, documents and instruments securing any Loan, real estate Taxes not yet due and
payable and the rights of tenants in possession as tenants only under the Leases without any option to purchase or right of first
refusal with respect to the Property.


 


“Person”
shall mean a corporation, partnership, limited liability company, business trust or individual.


 


“Personal
Property” shall mean as to the Real Property, all right, title and interest of the Village Green Titleholder in and
to all tangible personal property now or hereafter used in connection with the operation, ownership, maintenance, management,
or occupancy of such Real Property, including, without limitation, all equipment, machinery, heating, ventilating and air conditioning
units, furniture, art work, furnishings, trade fixtures, office equipment and supplies, and, whether stored on or off-site, all
tools and maintenance equipment, supplies, and construction and finish materials not yet incorporated in the Improvements but
held for repairs and replacements.


 


“Pledge Agreement”
shall have the meaning given to it in Section 8.5 hereof.


 


“Property”
shall have the meaning given to it in the definition of “Village Green Property”.


 


“Property
Information” shall have the meaning given to it in Section 2.2 hereof.


 


“Real Property”
shall mean, the Land and the Improvements.


 


“REIT”
shall have the meaning given to it in the preamble to this Agreement.


 


“REIT’s
Representatives” shall have the meaning given to it in Section 2.1 hereof.


 


“Rent Roll”
shall mean the rent roll for the Property delivered to REIT as part of the Property Information.


 


“Rents”
shall mean, for the Property, all income from the applicable Real Property, including without limitation, all fixed or base rent,
percentage rent, additional rent or other amounts payable by tenants under Leases with respect to operating expenses, Taxes or
other charges under the Leases.


 


“Service
Contracts” shall mean, all service contracts and other contracts, agreements or instruments relating to the ownership,
use, management or operation of the Property, including equipment leases or any other lease in which Village Green Titleholder
is lessee, but excluding the Leases, which are not cancellable upon less than ninety (90) days prior notice or which are valued
in excess of fifty thousand dollars ($50,000) annually.


 


“SOIF II” shall have
the meaning given to it in the preamble to this Agreement.


 


“SOIF II Village Green Interest”
shall have the meaning given to it in the Recitals to this Agreement.


 


“SOIF III”
shall have the meaning given to it in the preamble to this Agreement.


 


“SOIF III Village Green Interest”
shall have the meaning given to it in the Recitals to this Agreement.


 


“Subsidiary”
and “Subsidiaries” shall mean, individually and collectively, each of the limited liability companies owned
directly or indirectly by each of the Companies, as shown on the Org Chart attached to this Agreement as Exhibit B.


 




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“Tax”
and “Taxes” shall mean, individually and collectively, all federal, state, local, foreign, and other taxes,
including, without limitation, income taxes, estimated taxes, alternative minimum taxes, excise taxes, sales taxes, use taxes,
value-added taxes, gross receipts taxes, bulk sales taxes, transient occupancy taxes, franchise taxes, capital stock taxes, employment
and payroll-related taxes, withholding taxes, stamp taxes, Transfer Taxes and property taxes, whether or not measured in whole
or in part by net income, and all deficiencies or other additions to taxes, including interest, fines and penalties.


 


“Title and
Authority Warranties” shall have the meaning given to it in Section 6.8 hereof.


 


“Transaction
Conditions” shall have the meaning given to it in Section 4.2(a) hereof.


 


“Transfer
Taxes” shall mean any and all taxes on the transfer, or deemed transfer, of the Property as a result of the conveyance
of the Village Green Interests pursuant to this Agreement payable pursuant to applicable Laws, but if and only to the extent that
the conveyance of the Village Green Interests pursuant to this Agreement is deemed to constitute a transfer of the Property that
is subject to such tax, but not including real estate taxes or income taxes.


 


“Village
Green Interests” shall have the meaning given to it in the Recitals to this Agreement.


 


“Village Green Property”
or “Property” shall mean that certain multi-family apartment complex containing 520 units known as Village
Green at Ann Arbor located in Ann Arbor, Michigan, as specifically set forth and identified by Exhibit A, and shall include
the Real Property, the Leases, the Rents, the Personal Property, and the Intangible Property.


 


“Village Green Titleholder”
shall have the meaning given to it in the Recitals to this Agreement.


 








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