Exhibit 10.190


 


Stonehenge


 


REDEMPTION AGREEMENT


 


THIS REDEMPTION AGREEMENT
(this "Agreement") is hereby made as of December 9, 2014 by and among BR Stonehenge 23Hundred JV, LLC, a Delaware
limited liability company (the "Company"), BR Berry Hill Managing Member, LLC, a Delaware limited liability company
("Bluerock"), and BR Berry Hill Managing Member II, LLC a Delaware limited liability company ("BR MM II"),
Bluerock Growth Fund, LLC, a Delaware limited liability company ("BRGF"), and Stonehenge 23Hundred JV Member,
LLC, a Tennessee limited liability company ("Stonehenge" and, together with Bluerock, BR MM II, and BRGF, the
"Members").


 


WITNESSETH


 


WHEREAS, the Members are
parties to that certain Operating Agreement of the Company, dated as of October 18, 2012 (as amended, the "Operating Agreement");


 


WHEREAS, effective as of
December 9, 2014, Bluerock assigned a 20.0% Interest in the Company to BR MM II as a contribution to the capital of BR MM II as
permitted by Section 12.02(b)(i) of the Operating Agreement, and BR MM II has been admitted as a Member of the Company;


 


WHEREAS, the Company owns
the real property commonly known as 23Hundred, located in the City of Berry Hill, Davidson County, Tennessee, and legally described
on Exhibit A attached hereto (the "Property");


 


WHEREAS, the Company desires
to redeem one hundred percent (100%) of Stonehenge's Interest in the Company (the "Redeemed Interest"), in exchange
for the transfer of a direct fee ownership interest in the Property to the Stonehenge SPE (as defined below), which is wholly owned
by Stonehenge, and in connection with such redemption Stonehenge will cease to be a member of the Company (the "Redemption");


 


WHEREAS, the Members have
approved the Redemption of the Redeemed Interest by the Company in accordance with the terms and conditions set forth in this Agreement.


 


NOW, THEREFORE, in consideration
of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement (collectively, the "Parties") agree as follows:


 


1.          Redemption
of Redeemed Interest. Upon the terms and subject to the conditions of this Agreement, effective as of the Effective Date,
as defined below:


 


		a.	Stonehenge hereby assigns, grants, sells, conveys, transfers and
sets over all of the Redeemed Interest, to the Company, together with all rights, title, benefits and interest of Stonehenge in
and to the Redeemed Interest effective as of December 9, 2014 (the "Effective Date"), all in accordance with the
provisions set forth in this Agreement; and








    	 



    	 



    




		b.	The Company hereby accepts such assignment, transfer, and conveyance
of the Redeemed Interest and assumes those liabilities, obligations and responsibilities, if any, attributable to the Redeemed
Interest that shall arise upon or after the Effective Date.



 


		c.	Bluerock specifically agrees and
                                         acknowledges that (a) as of the date hereof, Stonehenge has no outstanding obligations
                                         as a member or manager of the Company (including, without limitation, obligations to
                                         fund any capital contributions under the Operating Agreement), and (b) from and after
                                         the date hereof, Stonehenge shall have no further obligations, financial or otherwise,
                                         as a member or manager of the Company (except as to third-party claims pursuant to Section
                                         2(b) hereof).



 


		d.	As consideration for the assignment, transfer, and conveyance of the Redeemed Interest by Stonehenge
to the Company, the Company shall grant, transfer and convey to SH 23Hundred TIC, LLC, a Tennessee limited liability company and
wholly owned subsidiary of Stonehenge (the "Stonehenge SPE"), as of the Effective Date, an undivided 34.8383 percent
(34.8383%) interest as a tenant in-common in the Property (the "TIC Interest"), pursuant to a deed, in the form
attached hereto as Exhibit B, various other applicable conveyance documents and as set forth in more detail in that certain
Tenant in Common Agreement, dated as of even date herewith, and attached hereto as Exhibit C (the "TIC Agreement");
provided , however, that the TIC Interest shall remain subject to any mortgages, deeds of trust, liens, loans or other encumbrances
that encumber the Property as of the Effective Date, including but not limited to those liens created in connection with that certain
loan in the original principal amount of $23,569,000.00, made October 18, 2012 by Fifth Third Bank (the "Lender")
in favor of 23Hundred, LLC, a Delaware limited liability company ("23Hundred") (the "Existing Loan"),
which Existing Loan will be assumed, on a joint and several basis, by Stonehenge SPE concurrent with the transfer of the TIC Interest
to Stonehenge SPE. The Parties acknowledge that, to the extent required, the consent of the holder of the Existing Loan to the
Redemption and the transfer of the TIC Interest has been obtained by the Company. The aforesaid conveyance shall be deemed full
satisfaction and full consideration for the Redeemed Interest.



 




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		2.	Release and Indemnification.



 


		a.	For value received, Stonehenge, for itself and for each and all of its Successorsin-Interest (as
defined in Section 2(e) below), forever releases the Company and each of the other Members, and relinquishes any right,
title or interest in and to the Company, any limited liability company interest, membership interest, percentage interest or other
interest or right in respect of the Company, any right to any capital account, return of capital or other capital or investment
with respect to the Company, any distributions of cash or property of whatsoever nature from the Company or otherwise related thereto,
other property rights, and/or any other income, revenue, benefit or privilege of whatsoever nature from the Company or otherwise
relating thereto; provided, however, the Company shall not be released from any obligations or liabilities to Stonehenge
or its affiliates (i) pursuant to the certificate of formation of the Company or the Operating Agreement solely limited to the
indemnification of a manager or member of the Company as to matters arising out of the Company 's acts or omissions occurring prior
to the Effective Date, (ii) pursuant to the TIC Agreement, the Deed and the other conveyance documents executed in connection with
the transfer of the TIC Interest, or (iii) as provided under this Agreement.



 


		b.	For value received, to the fullest extent permitted by law, the Company, for itself and for each
and all of its Successors-in-Interest, hereby and forever releases and discharges Stonehenge and agrees to indemnify and hold harmless
Stonehenge and each and all of its Successors-in-Interest from any and all claims, demands, liens, causes of action, suits, obligations,
controversies, debts, costs, expenses, damages, judgments and orders of whatever kind or nature, at law, in equity or otherwise,
whether known or unknown, suspected or unsuspected, which have existed, presently exist or may exist, relating to the Company or
its activities, assets, liabilities, or any obligations that Stonehenge may have to the Company or the other Members under the
terms of the Operating Agreement; provided, however, Stonehenge shall not be released or indemnified from any and all claims,
demands, liens, causes of action, suits, obligations, controversies, debts, costs, expenses, damages, judgments and orders of whatever
kind or nature, at law, in equity or otherwise, whether known or unknown, suspected or unsuspected, that result from third party
claims arising prior to the Effective Date (including, without limitation, any taxes due and owing to any taxing authority), which
shall be governed and controlled exclusively by the Operating Agreement.



 


		c.	Subject to the provisions of this Section 2, from and after the Effective Date, to the fullest
extent permitted by law, Stonehenge shall defend, indemnify, protect, and hold harmless, the Company and each of the other Members
and their respective Successors-in-Interest, against and in respect of any and all losses, liabilities, damages, actions, suits,
proceedings, claims, demands, orders, assessments, amounts paid in settlement, fines, costs or deficiencies, including without
limitation, interest, penalties, and reasonable attorneys' fees and costs, including the cost of seeking to enforce this indemnity
to the extent such enforcement is successful, caused by or resulting or arising from, or otherwise with respect to, (i) any failure
to perform or comply in any material respect with Stonehenge's covenants or obligations contained in this Agreement or the Stonehenge
SPE's covenants or obligations under the TIC Agreement, the Deed and the other conveyance documents executed in connection with
the transfer of the TIC Interest, or (ii) a breach of any of the representations or warranties of Stonehenge contained in this
Agreement, excluding any liabilities to the extent caused by the gross negligence or willful misconduct of the Company.



 




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		d.	Subject to the
                                         provisions of this Section 2 (including without limitation Section 2(c)),
                                         to the fullest extent permitted by law, from and after the Effective Date, the Company
                                         shall defend, indemnify, protect, and hold harmless Stonehenge and each and all of its
                                         Successors-in-Interest against and in respect of any and all losses, liabilities, damages,
                                         actions, suits, proceedings, claims, demands, orders, assessments, amounts paid in settlement,
                                         fines, costs or deficiencies, including without limitation, interest, penalties, and
                                         reasonable attorneys' fees and costs, including the cost of seeking to enforce this indemnity
                                         to the extent such enforcement is successful, caused by or resulting or arising from,
                                         or otherwise with respect to, (i) any failure to perform or comply in any material respect
                                         with the Company 's covenants or obligations contained in this Agreement or the Company'scovenants
                                         or obligations under the TIC Agreement, the Deed and the other conveyance documents executed
                                         in connection with the transfer of the TIC Interest, or (ii) a breach of any of the representations
                                         or warranties of the Company contained in this Agreement, excluding any liabilities to
                                         the extent caused by the gross negligence or willful misconduct of Stonehenge.



 


		e.	For purposes of this Agreement, the term "Successors-in-Interest" shall mean, with respect
to a person, such person's present, past and future successors, assigns, affiliates, licensees, transferees, principals, agents,
members, partners, associates, employees, representatives, attorneys, insurers, beneficiaries, legal representatives, decedents,
dependents, heirs, executors or administrators.



 


		3.	Acknowledgment; New Manager; Amendment of Company Name.



 


		a.	By its execution hereof, Stonehenge confirms
that it has, as of the Effective Date, resigned its position as a Manager of the Company and withdrawn and ceased to be a Member
of the Company, and that Stonehenge's representatives to the Management Committee as appointed pursuant to Section 5.03.2
of the Operating Agreement, as of the Effective Date, resigned their respective positions as representatives to the Management
Committee. The other Members and the Company accept and acknowledge the withdrawal and cessation of Stonehenge as a Member and
its resignation as a Manager of the Company as of the Effective Date.



 


		b.	The other Members and the Company hereby appoint Bluerock as the Manager of the Company effective
immediately after the Effective Date for all purposes under the Operating Agreement.



 


		c.	The other Members and the Company covenant and agree that immediately following the Effective Date,
(i) the name of the Company shall be amended and all corporate filings shall be filed with the appropriate governmental authorities
to eliminate any reference to "Stonehenge" or any derivation thereof, and (ii) the Operating Agreement shall be amended
to reflect that Stonehenge is no longer a member of the Company.








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		4.	Tax Matters.



 


		a.	The distributive share of the Company's income, gain, loss, and deduction with respect to the Redeemed
Interest for the taxable year of the Company that includes the Effective Date shall be determined based upon an interim closing
of the Company's books as of the close of business on the Effective Date.



 


		b.	Except as otherwise prohibited by applicable law, the Parties shall each file all required federal,
state and local income tax returns and related returns and reports in a manner consistent with the foregoing provisions of this
Section 4. In the event a party does not comply with the preceding sentence, the non complying party, to the fullest
extent permitted by law, shall indemnify and hold the other parties and each and all of their Successors-in-Interest wholly and
completely harmless from all cost, liability and damage that such other parties may incur (including, without limitation, incremental
tax liabilities, legal fees, accounting fees and other expenses) to the extent that such costs, liabilities and damages exceed
the amount of the same that such other parties would have incurred pursuant to the terms of the Operating Agreement as a consequence
of such failure to comply.



 


		c.	The Parties shall cooperate to make all necessary reports and file all necessary tax returns, in
connection with the Redemption substantially in accordance with the agreements relating to tax matters attached hereto as Exhibit
D.



 


5.          Property
Management and Development. In connection with the transfer of the TIC Interest, Stonehenge SPE has assumed, on a joint
and several basis with the Company, the rights and obligations of the owner of the Property under the existing Management Agreement
(as amended and assigned contemporaneously herewith, the "Property Management Agreement") with Matrix Residential,
LLC, a Georgia limited liability company, and (ii) the rights and obligations of the owner of the Property under the existing Development
Agreement (as amended and assigned contemporaneously herewith, the "Development Agreement") with Stonehenge Real
Estate Group, LLC, a Georgia limited liability company. Stonehenge SPE and the Company agree to execute any reasonably necessary
amendments to the Property Management Agreement and the Development Agreement as may be requested by any of the parties thereto,
to reflect the transfer of the TIC Interest and the assumption of the Property Management Agreement and the Development Agreement
by Stonehenge SPE.


 




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		6.	Representations and Warranties.



 


		a.	Stonehenge hereby represents and warrants
to the Company as follows: (a) Stonehenge is the sole owner of the Redeemed Interest; (b) the Redeemed Interest is free and clear
of any and all liens, claims and encumbrances of any nature, (c) Stonehenge has full power and authority to transfer said Redeemed
Interest and to perform its obligations under this Agreement and (d) this Agreement has been duly executed and delivered by and
constitutes the valid and binding obligation of Stonehenge, enforceable against Stonehenge in accordance with its terms. Notwithstanding
the provisions of this Section 6(a), Stonehenge makes no
representation or warranty to the Company or any other person relating to the Company's right to cause the transfer of the TIC
Interest in redemption of the Redeemed Interest without the prior consent of any lender holding a security interest in the Property
(including the holder of the Existing Loan) or the other Members' limited liability company interests.



 


		b.	The Company represents and warrants to Stonehenge that the Company has all requisite power and
authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly executed
and delivered by and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance
with its terms. The Company is not required to obtain any consent that has not been obtained from any person or entity in connection
with the execution and delivery of this Agreement, the consummation or performance of any of the transactions contemplated hereby,
or the purchase of the Redeemed Interest.



 


7.          Consents
and Waivers. Each Party hereto hereby (a) consents in all
capacities to and approves (i) the transfer of the Redeemed Interest described herein and the withdrawal and cessation of Stonehenge
as a member and its resignation as a Manager of the Company, and (ii) each other action effected pursuant to this Agreement, and
(b) waives in all capacities any and all rights such party may have as a result of such actions (i) to receive notice of assignment
and transfer of the Redeemed Interests or any other action effected pursuant to this Agreement, (ii) to purchase the Redeemed Interests,
(iii) to exercise any right of first refusal or other purchase right or option or buy-sell provision arising under or with respect
to the Operating Agreement, or (iv) to claim that any action effected pursuant to this Agreement does not comply with the provisions
of the Operating Agreement.


 


8.          Survival
of Representations. The representations and warranties described in Section 6 shall survive for the two (2) year
period following the Effective Date. All other warranties, representations, covenants and agreements shall survive for the period
indicated, or if none, indefinitely.







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9.          Costs
and Expenses. The Company shall pay, and to the fullest extent permitted by law, shall indemnify and hold Stonehenge and
each and all of its Successors-inInterest harmless against, all reasonable out-of-pocket costs and expenses incurred by it in
connection with the transactions contemplated by this Agreement, including, without limitation, legal fees, any transfer review
and/or assumption fees charged by the Existing Lender, real estate transfer taxes, recording fees, title insurance premiums or
similar charges, costs or expenses relating to the transfer of the TIC Interest to Stonehenge, and such other costs or expenses
that are required to be paid by the Company or Stonehenge as a result of the transfer of the TIC Interest and the transactions
described in this Agreement. The foregoing is only intended to include costs and expenses in excess of the costs and expenses
which reasonably would have been incurred by Stonehenge had this Agreement not been entered into. To the extent that any such
costs and expenses are not taken into account in calculating the TIC Interest to be conveyed to the Stonehenge SPE pursuant to
this Agreement or otherwise reimbursed by the Company as part of the transfer of the TIC Interest, such costs and expenses shall
be payable after the closing of the transfer of the TIC Interest promptly upon receipt by the Company of a written statement from
Stonehenge setting forth in reasonable detail the costs and expenses to be paid pursuant to this Section 9.
Subject to the foregoing, each party shall pay all costs and expenses incurred by it in connection with the transactions contemplated
by this Agreement.


 


10.          Notices.
Any notices or other communications required or permitted hereunder shall be given in writing by registered or certified mail,
postage prepaid, and shall be addressed, in the case of Stonehenge: c/o Stonehenge Real Estate Group, LLC, 3200 West End Avenue,
Suite 500, Nashville, TN 37203, Attention: Todd Jackovich; and in the case of the Company or any of the other Members: c/o Bluerock
Real Estate, L.L.C, 712 Fifth Avenue, 9th Floor, New York, NY 10016. Any notice or other communication so addressed and mailed,
postage prepaid, by registered or certified mail (in each case, with return receipt requested) shall be deemed to be delivered
and given when received or refused.


 


11.          Successors
and Assigns. This Agreement shall inure to the benefit of, and be binding upon, the Successors-in-Interest, assigns, heirs,
executors, administrators, members, managers, agents and representatives of the Parties hereto.


 


		12.	Governing Law; Exclusive Venue; Waiver of Jury Trial.



 





		a.	This Agreement and the transactions contemplated herein, and all disputes between the parties arising
out of or related to this Agreement, the transactions contemplated herein or the facts and circumstances leading to its or their
execution or performance, whether in contract, tort or otherwise, shall be governed by the laws of the State of Delaware, without
reference to conflict of laws principles.



 


		b.	The parties hereby agree not to elect a trial by jury of any issue triable of right by jury, and
waive any right to trial by jury fully to the extent that any such right shall now or hereafter exist with regard to this agreement
or any claim, counterclaim or other action arising in connection herewith. This waiver of right to trial by jury is given knowingly
and voluntarily by the parties, and is intended to encompass individually each instance and each issue as to which the right to
a trial by jury would otherwise accrue. Each party is hereby authorized to file a copy of this section in any proceeding as conclusive
evidence of this waiver by each other party, as applicable.








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		c.	The parties hereby consent to the jurisdiction of any State or Federal court located within the
State of New York, Borough of Manhattan or the State of Tennessee and irrevocably agree that all actions or proceedings arising
out of or relating to this agreement shall be litigated in such courts. The parties accept for themselves and in connection with
their properties, generally and unconditionally, the jurisdiction of the aforesaid courts and waive any defense of forum non conveniens,
and irrevocably agree to be bound by any judgment rendered thereby in connection with this agreement. Each party hereby irrevocably
waives, to the fullest extent permitted by law, any objection it may now or hereafter have to such venue as being an inconvenient
forum.



 


13.          Severability.
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions
of this Agreement will remain in full force and effect.


 


14.          Entire
Agreement; Amendment. This Agreement contains the entire understanding of the Parties and there are no representations,
understandings, or agreements, oral or otherwise, except as stated herein. This Agreement amends the Operating Agreement with respect
to the subject matter of this Agreement. References to "this Agreement" shall include all Exhibits attached hereto and
made a part hereof. This Agreement may not be amended except in writing by all of the Parties hereto.


 


15.          Counterparts;
Signature Pages. This Agreement may be executed in counterparts, each of which when so executed and delivered shall constitute
a complete and original instrument but all of which taken together shall constitute one and the same agreement, and it shall not
be necessary when making proof of this Agreement or any counterpart thereof to account for any other counterpart. Signatures transmitted
by facsimile or e-mail, through scanned or electronically transmitted .pdf, .jpg or .tif files, shall have the same effect as the
delivery of original signatures and shall be binding upon and enforceable against the Parties hereto as if such facsimile or scanned
documents were an original executed counterpart. If the Parties exchange signatures by facsimile or electronic means, then the
Parties agree to exchange the original signatures as soon thereafter as is reasonably practical.


 


[Signature pages follow.]


 




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IN WITNESS WHEREOF, the
Parties hereto have executed this Agreement to be effective as of the Effective Time.


 


	 	STONEHENGE 23HUNDRED JV MEMBER, LLC
	 	 	 
	 	By:	Stonehenge 23Hundred Manager, LLC, a Tennessee
	 	 	limited liability company, its Manager


 


	 	 	By:	Stonehenge Real Estate Group, LLC, a Georgia
	 	 	 	limited liability company, its Manager


 


	 	 	By:	/s/  Todd Jackovich
	 	 	 	Todd Jackovich, its Manager


 


[Signature Page to Stonehenge Redemption Agreement]


 




    	 



    	 



    




IN WITNESS WHEREOF,
the Parties hereto have executed this Agreement to be effective as of the Effective Time.


 


	STONEHENGE 23HUNDRED JV MEMBER, LLC,
	a Tennessee limited liability company
	 	 
	By:	Stonehenge 23Hundred Manager, LLC, 
	 	a Tennessee limited liability company
	Its:	Manager


 


	 	By:	Stonehenge Real Estate Group, LLC, 
	 	 	a Georgia limited liability company
	 	Its:	Manager


 


	 	By:	/s/  Todd Jackovich	 
	 	Name:	Todd Jackovich
	 	Its:	Manager


 


	BR STONEHENGE 23HUNDRED JV, LLC
	a Delaware limited liability company
	 	 
	By:	BR Berry Hill Managing Member, LLC, 
	 	a Delaware limited liability company
	Its:	Manager


 


	 	By:	BEMT Berry Hill, LLC,
	 	 	a Delaware limited liability company
	 	Its:	Member and Manager


 


	 	By:	Bluerock Residential Holdings, LP,
	 	 	a Delaware limited partnership
	 	Its:	Sole Member


 


	 	By:	Bluerock Residential Growth REIT, Inc.,
	 	 	a Maryland corporation
	 	Its:	General Partner


 


	 	By:	/s/ Michael L. Konig	 
	 	Name:	Michael L. Konig 
	 	Its:	Senior Vice President and Chief Operating Officer


 


[Signature Page to Stonehenge Redemption Agreement]


 




    	 



    	 



    

  


	BLUEROCK GROWTH FUND, LLC,
	a Delaware limited liability company
	 	 
	By:	BR Fund Manager, LLC,
	 	a Delaware limited liability company
	Its:	Member and Manager 


 


	 	By:	/s/ Jordan B. Ruddy	 
	 	Name:	Jordan B. Ruddy	 
	 	Its:	Authorized Signatory	 


 


	BR BERRY HILL MANAGING MEMBER, LLC,
	a Delaware limited liability company
	 	 
	By:	BEMT Berry Hill, LLC,
	 	a Delaware limited liability company
	Its:	Member and Manager


 


	 	By:	Bluerock Residential Holdings, LP,
	 	 	a Delaware limited partnership
	 	Its:	Sole Member


 


	 	By:	Bluerock Residential Growth REIT, Inc.,
	 	 	a Maryland corporation
	 	Its:	General Partner


 


	 	By:	/s/ Michael L. Konig	 
	 	Name:	Michael L. Konig
	 	Its:	Senior Vice President and Chief Operating Officer 


 


	BR BERRY HILL MANAGING MEMBER II, LLC,
	a Delaware limited liability company
	 	 
	By:	BEMT Berry Hill, LLC,
	 	a Delaware limited liability company
	Its:	Member and Manager


 


	 	By:	Bluerock Residential Holdings, LP, 
	 	 	a Delaware limited partnership
	 	Its:	Sole Member


 


	 	By:	Bluerock Residential Growth REIT, Inc.,
	 	 	a Maryland corporation
	 	Its:	General Partner



 


	 	By:	/s/ Michael L. Konig	 
	 	Name:	Michael L. Konig
	 	Its:	Senior Vice President and Chief Operating Officer


 


[Signature Page to Stonehenge Redemption Agreement]


 




    	 



    	 



    

  


Exhibit A


 


PROPERTY DESCRIPTION


 


Being a tract of land lying in the City of Berry Hill, Davidson
County, Tennessee and being more particularly described as follows:


 


Commencing at the intersection of the southerly right-of-way line
of Bradford Avenue, 50 feet in width, and the easterly right-of-way line of Franklin Pike;


 


Thence North 71 deg 02 min 40 sec East, 24.81 feet to an existing
hole in concrete on the southerly right-of-way line of Bradford Avenue, being the true point of beginning for this tract;


 


Thence with the southerly right-of-way line of Bradford Avenue,
North 71 deg 02 min 40 sec East, 325.22 feet to an existing iron rod at a corner common with the property conveyed to Melpark Properties
Management, L.P., of record in Book 11037, page 674 at the Register’s Office for Davidson County, Tennessee;


 


Thence leaving the southerly right-of-way line of Bradford Avenue
with the westerly line of said Melpark Properties Management, South 18 deg 30 min 38 sec East, 367.50 feet to an existing concrete
monument on the northerly right-of-way line of Melpark Drive, right-of-way width varies;


 


Thence with the northerly right-of-way line
of Melpark Drive for the following three calls;


 


1) South 71 deg 02 min 47 sec West, 150.00 feet to an


existing iron rod,


2) South 74 deg 01 min 17 sec West, 135.11 feet to an


existing iron rod,


3) South 70 deg 45 min 21 sec West, 40.02 feet to an existing





Iron rod at the beginning of a radius return
to Franklin Pike;


 


Thence with a curve to the right having a radius of 25.00 feet,
a curve length of 39.30 feet and a chord bearing and distance of North 63 deg 32 min 46 sec West, 35.38 feet to an existing concrete
monument on the easterly right-of-way line of Franklin Pike;


 


Thence with the easterly right-of-way line of Franklin Pike, North
18 deg 30 min 33 sec West, 310.68 feet to a radius return to Bradford Avenue;


 


Thence with a curve to the right having a radius of 25.00 feet,
a curve length of 39.08 feet and a chord bearing and distance of North 26 deg 16 min 03 sec East, 35.22 feet to the point of beginning;
containing 127,443 square feet or 2.926 acres more or less.


 


Being the
same property conveyed to Horsepower, J.V. of record in Instrument Number 20120803-0069224 at the Register’s
Office for Davidson County, Tennessee. 


 




    	 



    	 



    

 


Exhibit B


 


PROPERTY DEED


 




    	 



    	 



    

 


 This instrument
was prepared by:


Christopher D. Lalonde


Nelson Mullins Riley & Scarborough, LLP


150 4th Avenue North, Suite 1100


Nashville, Tennessee 37219


 


	QUITCLAIM DEED
	 


 


	ADDRESS OF NEW OWNER	SEND TAX BILLS TO	MAP/PARCEL NOS.


 


	 	 	 
	 	[SAME]	105-14/272.00
	 	 	 


 


FOR AND IN CONSIDERATION
of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, 23Hundred, LLC, a Delaware limited liability company ("Grantor"), has bargained and sold, and by
these presents does hereby transfer and convey unto                      ,
a                              ,
as to an undivided                                     
Percent (    %) interest as tenant in common, in and to that certain property in Davidson County,
Tennessee, more particularly described on Exhibit A attached hereto and incorporated herein by reference (the "Property").


 


The Property is improved
real property located at 2300 Franklin Pike, Berry Hill, Tennessee.


 


The Property is conveyed
subject to such limitations, restrictions and encumbrances as may affect the Property.


 


Whenever used, the singular
number shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders.


 


	 
	STATE OF TENNESSEE	) 
	COUNTY OF DAVIDSON	)


 


The actual consideration or value, whichever is greater for this
transfer is $0.00.


 


	 	 	 
	 	Affiant	 


 


Subscribed and sworn to before me this the ___ day of                 ,
2014.


 


	 	 	 
	 	Notary Public	 


 


My Commission Expires:                       


 




    	 



    	 



    

  


IN WITNESS WHEREOF, the Grantor has caused this Quitclaim Deed to
be executed as of the ___ day of ____________, 2014.


 


GRANTOR:


 


	STATE OF TENNESSEE	 	)
	COUNTY OF	 	 	)


 


Before me,                    ,
of the state and county aforesaid, personally appeared                        ,
with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence), and who, upon oath, acknowledged
himself to be the                              
23Hundred, LLC, a Delaware limited liability company, the within named bargainor, and that he as such                           ,
being authorized so to do, executed the foregoing instrument for the purpose therein contained by signing his name as                           
of 23Hundred, LLC.


 


WITNESS my hand and seal at office this ____
day of _________, 2014.


 


	 	 	 
	 	Notary Public	 


 


	My Commission Expires:  	 
	 	 
	 	 


 




    	 



    	 



    

 EXHIBIT
A


 


Land located
in the City of Berry Hill, Davidson County, Tennessee, being described in Deed Book 4065, page 206, Register's Office for Davidson
County, Tennessee, ("RODC") and being more particularly described as follows:


 


Remote
point of beginning being at the intersection of the South right of way of Bradford Avenue with the East right of way of Franklin
Pike (8th Avenue South); thence North 71 degrees 0 minutes 43 seconds
East 24.78 feet to a punch being the TRUE POINT OF BEGINNING; thence along said right of way of Bradford Avenue, North 71 degrees
00 minutes 43 seconds East a distance of 325.34 feet to a rebar;
thence leaving said right of way and along Melpark Properties Management L.P. in Deed Book 11037, page 674, RODC, TN, South 18
degrees 32 minutes 05 seconds East a distance of 367.81 feet to a concrete monument on the North right of way of Melpark Drive;
thence along said Melpark Drive the following courses and distances: South 71 degrees 04 minutes 25 seconds West a distance of
150.08 feet to a rebar; thence, South 74 degrees 00 minutes 07
seconds West a distance of 135.19 feet to a rebar; thence, South 71 degrees 07 minutes 14 seconds West a distance of 40.02 feet
to a rebar, thence with a curve to the right having a radius of 25 feet; a central angle 89 degrees 58 minutes 46 seconds and an
arc length of 39.26 feet to a concrete monument on the East right of way of Franklin Pike; thence along said right of way Franklin
Pike, North 18 degrees 30 minutes 00 seconds West 310.77 feet to
a rebar; thence with a curve to the right having a radius of 25 feet a central angle of 89 degrees 21 minutes 25 seconds and an
arc length of 38.99 feet to the POINT OF BEGINNING; as shown on survey by Hopkins Surveying Group Drawing Number 2010-84-3 dated
April 30, 2010.


 


Being the same property conveyed to 23Hundred,
LLC, by deed from Horsepower, J.V. of record as Instrument No. 20121022-0096447, Register's Office for Davidson County, Tennessee.


 




    	 



    	 



    




Exhibit C


 


TENANT IN COMMON AGREEMENT


 




    	 



    	 



    




Exhibit D


 


Agreement Regarding Tax Matters (Stonehenge)


 


This Agreement Regarding Tax Matters (the "Agreement")
is hereby made by and among BR Stonehenge 23Hundred JV, LLC, a Delaware limited liability company (the "Company"),
BR Berry Hill Managing Member, LLC, a Delaware limited liability company ("Bluerock"), and BR Berry Hill Managing
Member II, LLC a Delaware limited liability company ("BR MM II"), Bluerock Growth Fund, LLC, a Delaware limited
liability company ("BRGF"), and Stonehenge 23Hundred JV Member, LLC, a Tennessee limited liability company ("Stonehenge"
and, together with Bluerock, BR MM II, and BRGF, the "Members"), each of which are Parties to the Redemption Agreement
dated as of November _, 2014 (the "Redemption Agreement") that relate to the redemption of one hundred percent
of the Interests in the Company owned by Stonehenge. This Agreement constitutes part of the Redemption Agreement and shall be effective
as if restated in the Redemption Agreement in its entirety. Capitalized terms used but not defined in this Agreement shall have
the meanings given to them in the Redemption Agreement.


 


Pursuant to the Redemption Agreement, the Company
will redeem one hundred percent (100%) of Stonehenge's, right, title and interest in and to the Company (the "Redeemed
Interest"), in exchange for the transfer of a direct fee ownership interest in the Property to SH 23Hundred TIC, LLC,
a Tennessee limited liability company and wholly owned subsidiary of Stonehenge (the "Stonehenge SPE"), and in
connection with such redemption, Stonehenge will cease to be a Member of the Company (the "Redemption").


 


The Parties hereby agree as follows relating
to certain tax matters and procedures following the Redemption.


 


		1.	Liability for Taxes.
Subject to the provisions of Sections 4(a) and (b) of the Redemption Agreement:



 


		a.	with respect to any federal or state income taxes (including any amounts of such taxes that are
required to be withheld by the Company) or similar taxes that are required to be reported and paid by Members on their allocable
shares of Company income or gain, each of the Members shall be solely liable for, and shall timely report and remit, any taxes
attributable to such items, and, to the fullest extent permitted by law, shall indemnify and hold the other Parties completely
harmless from any such taxes as provided in Section 4(b) of the Redemption Agreement;



 


		b.	with respect to any ad valorem, franchise
                                         or other taxes that are assessed against the Company or the Property, and not the respective
                                         Members, which are attributable to periods (or portions thereof) ending on or before
                                         the Effective Date ("Pre-Closing Taxes"), the Members shall be responsible
                                         for such Pre-Closing Taxes in accordance with their Ownership Percentages as in effect
                                         immediately prior to the Redemption; and








    	 



    	 



    




 


		c.	with respect to any other taxes arising out of, related to or otherwise
attributable to the Company or its operations, assets or subsidiaries for periods (or portions thereof) beginning after the Effective
Date ("Post-Closing Taxes"), the Company shall be solely responsible for such Post-Closing Taxes.



 


		2.	Tax Matters Partner.
The Parties acknowledge that prior to the Effective Date, Stonehenge has served as Tax Matters Partner for the Company, and the
Parties further acknowledge and agree as follows:



 


		a.	the Company and the continuing Members shall amend the Operating Agreement effective immediately
following the Effective Date to designate or reconfirm Bluerock as the sole Manager of the Company, and that person or entity shall
file the appropriate documentation to become Tax Matters Partner of the Company for all prior and future periods; and



 


		b.	notwithstanding the foregoing, with respect to (I) any taxable periods (or portions thereof) ending
before the Effective Date ("Pre-Closing Periods"), and (II) any taxable period that begins before and ends after
the Effective Date, including, without limitation, the taxable year ending December 31, 2014 ("Straddle Periods"),
Stonehenge shall have the following rights and the Company and the continuing Members shall provide, and shall cause the Tax Matters
Partner of the Company to provide, the following to Stonehenge:



 


		i.	the right to review and reasonably consent to tax returns;



 


		ii.	the right to review and consult with the Tax Matters Partner and the Company's independent accountants
or other tax return preparers prior to any filing, submission or response to a taxing authority;



 


		iii.	the right to have a representative present at any meeting (whether such meetings are conducted
in person or by conference call) involving the Company and a taxing authority;



 


	.	iv	the right to prior notice and
consent to any proposed settlement of a tax audit or contest;



 


		v.	the right to prior notice and consent of any election or change in elections that could have the
effect of increasing taxable income or gain, or reducing taxable loss or deduction, in a Pre-Closing or Straddle Period; and



 


		vi.	the right to assume control of any audit or contest, at Stonehenge's expense, of any tax audit
or contest.



 


		3.	Tax Returns.
The Parties agree as follows:



 


		a.	the Manager of the Company shall prepare (or cause to be prepared), and timely file all tax returns
of the Company with respect to any Pre-Closing Period and any Straddle Period; provided, however, that any such tax returns
shall be subject to prior review and consent by Stonehenge. Such tax returns shall be prepared in a manner consistent with past
practice, except as otherwise required by law.



 




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		b.	the Manager of the Company shall prepare (or cause to be prepared), and timely file all tax returns
of the Company with respect to any periods (or portions thereof but excluding Straddle Periods) beginning after the Effective Date
("Post-Closing Periods"); provided, however, that any such tax returns shall be subject to prior review
and consent by Stonehenge if a Post-Closing Period tax return might reasonably have the effect of increasing taxable income or
gain, or reducing Stonehenge's share of loss or deduction, for any Pre-Closing Periods or Straddle Periods;



 


		c.	Stonehenge shall have the right to review and approve any amended tax returns that relate to Pre-Closing
Periods or Straddle Periods, or any amended tax returns for Post-Closing Periods which could have the effect of increasing taxable
income or gain, or reducing taxable loss or deduction, in a Pre-Closing or Straddle Period;



 


		d.	in the event a Party has the right to review and consent to a tax return, the return shall be delivered
to such Party for its review at least 30 days prior to the date on which such tax return is required to be filed. If the reviewing
Party disputes any item on such tax return, it shall notify the other party of such disputed item (or items) and the basis for
its objection. The Parties shall act in good faith to resolve any such dispute prior to the date on which the relevant tax return
is required to be filed. If the Parties cannot resolve any disputed item, the item in question shall be resolved by an independent
accounting firm mutually acceptable to Stonehenge and the Company. The fees and expenses of such accounting firm shall be borne
equally by Stonehenge and the Company.



 


		4.	Tax Audits & Contests.
The Parties agree as follows:



 


		a.	Stonehenge has the right to receive timely notice of, review, participate in and consent to the
following with respect to any Pre-Closing Period or Straddle Period, or any Post-Closing Period but only to the extent that any
such inquiries, audits or contests for Post-Closing Periods might reasonably have the effect of increasing taxable income or gain,
or reducing loss or deduction, for any Pre-Closing Periods or Straddle Periods:



 


		i.	notices, assessments, inquiries, filings, submissions and responses involving any taxing authorities;



 


		ii.	proposed settlements or extensions of any applicable statutes of limitation with any taxing authority;



 


		iii.	audits, assessments and tax contests;



 


		b.	Stonehenge shall have the right, in its sole discretion, to control any tax audits or contests,
at Stonehenge's expense, that could have the effect of increasing taxable income or gain, or reducing taxable loss or deduction,
in a Pre-Closing or Straddle Period.



 


		5.	Cooperation.
The Parties agree that they will, at all times after the Effective Date, cooperate reasonably and in good faith to permit the respective
parties to comply with their respective obligations relating to the filing of tax returns, the payment of taxes, and the preparation,
prosecution, defense or conduct of any audit or tax contest, including, but not limited to, furnishing or causing to be furnished
to each other, upon furnishing or causing to be furnished to each other, upon request, as promptly as practicable, such information
(including access to books and records) and assistance relating to the Company or its operations, assets or subsidiaries as is
reasonably requested for the filing of any tax returns and the preparation, prosecution, defense or conduct of any audit or tax
contest. 








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