Exhibit 10.202


 


TENANTS IN COMMON AGREEMENT


 


This TENANTS
IN COMMON AGREEMENT ("Agreement") dated December 3, 2014, by and among BELL BR WATERFORD CROSSING JV, LLC, a Delaware
limited liability company ("BR"), and BELL HNW WATERFORD, LLC, a Delaware limited liability company ("BELL")
(together with any other persons or parties who acquire an interest and assume the rights and obligations hereunder by written
instrument, each sometimes referred to as a "Tenant in Common" or collectively as the "Tenants in Common"),
with reference to the facts set forth below.


 


RECITALS


 


A.           The
Tenant's in Common own real property and improvements thereon, located at 101 Spade Leaf Blvd., Hendersonville, Tennessee, and
more particularly described in Exhibit "A" attached hereto and incorporated herein ("Property"). The notice
addresses for the Tenants in Common, and percentage interest held by each Tenant in Common in the Property, are set forth on Exhibit
"B" attached hereto and incorporated herein.


 


B.           The
Tenants in Common desire to enter into this Agreement to (a) provide for the orderly administration of their rights and responsibilities
as to each other and as to others and (b) delegate authority and responsibility for the intended further operation and management
of the Property.


 


NOW, THEREFORE,
in consideration of the mutual covenants and conditions contained in this Agreement and for other good and valuable consideration,
the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties agree as set forth below.


 


1.           Nature
of Relationship Between Co-Tenants.


 


1.1           Tenants
in Common Relationship; No Partnership. The Tenants in Common each shall hold their respective undivided tenancy in common
interests in the Property (the "Interests") as tenants-in-common. The Tenants in Common do not intend by this Agreement
to create a partnership or joint venture among themselves, but merely to set forth the terms and conditions upon which each of
them shall hold their respective Interests. In addition, the Tenants in Common do not intend to create a partnership or joint venture
with the Property Manager (as defined below). Therefore, each Tenant in Common hereby elects to be excluded from the provisions
of Subchapter K of Chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), with respect to the tenancy
in common ownership of the Property. The exclusion elected by the Tenants in Common hereunder shall commence with the execution
of this Agreement.


 


1.2           Reporting
as Direct Owners and Not a Partnership. Each Tenant in Common hereby covenants and agrees to report on such Tenant in Common's
respective federal and state income tax returns all items of income, deduction and credits that result from its Interests. All
such reporting shall be consistent with the exclusion of the Tenants in Common from Subchapter K of Chapter 1 of the Code, commencing
with the first taxable year following the execution of this Agreement. Further, each Tenant in Common covenants and agrees not
to notify the Commissioner of Internal Revenue that it desires that Subchapter K of Chapter 1 of the Code apply to the Tenants
in Common.


 


1.3           Indemnity.
Each Tenant in Common hereby agrees to indemnify, protect, defend and hold the other Tenants in Common free and harmless from all
costs, liabilities, tax consequences and expenses (for example, taxes, interest and any penalties), including, without limitation,
attorneys' fees and costs, which may result from any Tenant in Common so notifying the Commissioner in violation of this Agreement
or otherwise taking a contrary position on any tax return, report or other document.


 


1.4           No
Agency. No Tenant in Common is authorized to act as agent for, to act on behalf of, or to do any act that will bind, any other
Tenant in Common, or to incur any obligations with respect to the Property.


 


2.             Management.
The Tenants in Common are currently parties to (or are concurrently herewith becoming parties to) a Property Management Agreement
with respect to the Property (as amended, the "Property Management Agreement") with Bell Partners, Inc. a North Carolina
corporation (the "Property Manager"). Pursuant to the Property Management Agreement, the Property Manager shall be the
sole and exclusive manager of the Property to act on behalf of the Tenants in Common with respect to the management, operation,
maintenance and leasing of the Property during the term of the Property Management Agreement. The Property Management Agreement
is hereby ratified and reconfirmed by the Tenants in Common, and all of the terms, covenants and conditions of the Property Management
Agreement are hereby incorporated herein as if set forth in full herein.


 




    	 



    	 



    

  


3.             Income
and Liabilities. Except as otherwise provided herein and in the Property Management Agreement, each of the Tenants in Common
shall be entitled to all benefits and obligations of ownership of the Property. Accordingly, each of the Tenants in Common shall
(a) be entitled to all benefits of ownership of the Property, on a gross and not a net basis, including, without limitation, all
items of income, revenue and proceeds from sale or refinance or condemnation of the Property, in proportion to their respective
Interests, and (b) bear, and shall be liable for, payment of all expenses of ownership of the Property, on a gross and not a net
basis, including by way of illustration, but not limitation, all operating expenses and expenses of sale or refinancing or condemnation,
in proportion to their respective Interests; except for such amounts as may be reasonably determined by the Tenants in Common or
by the Property Manager (to the extent that the Property Manager has the authority to make such a determination pursuant to the
Property Management Agreement) to be retained for reserves or improvements in accordance with the Property Management Agreement
or the applicable budget for the Property.


 


4.             Co-Tenant's
Obligations. The Tenants in Common each agree to perform such acts as may be reasonably necessary to carry out the terms and
conditions of this Agreement, including, without limitation:


 


4.1           Documents.
Executing documents required in connection with a sale or refinancing of the Property approved by the Tenants in Common in accordance
with Section 5 below and such additional documents as may be required under this Agreement or may be reasonably required to effect
the intent of the Tenants in Common with respect to the Property, the Property Management Agreement or any loans encumbering the
Property, including that certain loan evidenced by that certain Multifamily Note dated April 4, 2012 in the original principal
amount of $20,100,000 issued by BR to CWCapital LLC and currently held by Fannie Mae, which loan has been assumed, on a joint and
several basis with BR, by BELL (the "Existing Loan").


 


4.2           Additional
Funds. Each Tenant in Common will be responsible for a pro rata share (based on each Tenant in Common's respective Interests,
except as otherwise provided in the Property Management Agreement) of any future cash needed for any purpose in connection with
the ownership, operation and maintenance of the Property as determined by the Tenants in Common (including under any budget applicable
to the Tenants in Common) or by the Property Manager pursuant to the Property Management Agreement or as required by any loan secured
by the Property, including the Existing Loan. In addition to the foregoing, in the event that any lender under financing secured
by the Property, including the Existing Loan, elects to pursue one or more, but not all, of the Tenants in Common based on the
joint and several liability of the Tenants in Common under such financing, then any Tenants in Common that paid (either in cash
or through foreclosure of its Interest) in excess of its allocable share of the financing shall be entitled to reimbursement by
the remaining Tenants in Common for any excess share paid by such Tenant in Common. Further, any Tenant in Common who breaches
any of the recourse exceptions to the non-recourse nature of any such financing, including the Existing Loan, shall be liable to
reimburse any other Tenant in Common (or party(ies) related thereto or owner(s) thereof) for any amounts paid by such other party
(or if such other party likewise was responsible for such breach, then such Tenant in Common shall pay an amount equal to its allocable
share thereof). To the extent any Tenant in Common fails to pay any such funds within fifteen (15) days after its receipt of notice
that such additional funds are required, any other Tenant(s) in Common may loan any such funds to the nonpaying Tenant(s) in Common,
who shall be liable on a fully recourse basis to repay the paying Tenant(s) in Common the amount of any such loan plus interest
thereon at the rate of eighteen percent (18%) per annum (but not more than the maximum rate allowed by law) within thirty one (31)
days of funding the loan. In addition, the Property Manager is hereby authorized and directed to pay the Tenant(s) in Common entitled
to reimbursement the sum loaned (with interest thereon as provided above) out of future cash from operations or from the sale or
refinancing of the Property or other distributions otherwise due the nonpaying Tenant(s) in Common pursuant to the Property Management
Agreement. The remedies against a nonpaying Tenant in Common provided for herein are in addition to any other remedies that may
otherwise be available, including by way of illustration, but not limitation, the right to obtain a lien against the Interests
of the nonpaying Tenant in Common to the extent allowed by law and by any third party financing secured by the Property. By executing
this Agreement, each Tenant in Common agrees (i) that any such short term loan will be made on a fully recourse basis, (ii) if
such Tenant in Common is an entity that is, for federal tax purposes, disregarded, such loan shall be recourse to the owners of
such disregarded entity, and (iii) to repay such loan within thirty-one (31) days of funding.


 




    	 



    	 



    

  


5.            Sale
or Encumbrance of Property.


 


5.1           Approval.
The taking of any of the Material Decisions regarding the Property set forth in Exhibit D attached hereto and incorporated herein
shall be subject to the prior unanimous approval by the Tenants in Common. The Tenants in Common, by their execution hereof, shall
be deemed to have approved the Existing Loan affecting the Property.


 


5.2           Distribution
of Loan or Sales Proceeds. Notwithstanding any other provisions of this Agreement, proceeds of a loan or sale shall be distributed
at the closing of the loan or the sale as set forth below.


 


5.2.1           To
the extent necessary, the proceeds first shall be used to pay in full any loans encumbering title to the Property, including the
Existing Loan.


 


5.2.2           The
proceeds next shall be used to pay all outstanding costs and expenses incurred in connection with the holding, marketing, financing
and/or sale of the Property.


 


5.2.3           To
the extent necessary, the proceeds next shall be used to pay in full any unsecured loans made to the Tenants in Common with respect
to the Property.


 


5.2.4           Any
proceeds remaining shall be paid to each Tenant in Common in accordance with their respective Interests as provided in Section
3 above.


 


5.3           Purchase
Rights. In the event that the Tenants in Common are unable to obtain unanimous approval of any Major Decision pursuant to Section
5.1 then either Tenant in Common may exercise the purchase rights set forth and described in Exhibit E attached hereto and
incorporated herein.


 


6.             Possession.
The Tenants in Common intend to lease the Property at all times. Accordingly, no Tenant in Common shall have the right to occupy
or use the Property at any time during the term of this Agreement.


 


7.              Transfer
or Encumbrance. Except as specifically provided in this Agreement and subject to compliance with any loan (and associated loan
documents) secured by the Property, including the Existing Loan, each Tenant in Common may sell, transfer, convey, pledge, encumber
or hypothecate the Interests or any part thereof, provided that (a) any transferee shall take such Interests subject to this Agreement
and the Property Management Agreement, (b) the transferor and transferee shall execute and cause to be recorded an assignment and
assumption agreement whereby (i) transferor assigns to transferee, to the extent of the Interests being transferred, all of its
right, title and interest in and to this Agreement, and the Property Management Agreement; and (ii) transferee assumes and agrees
to perform faithfully and to be bound by all of the terms, covenants, conditions, provisions and agreements of this Agreement and
the Property Management Agreement with respect to the Interests to be transferred and (c) such transferor and transferee shall
execute and cause to be recorded any related loan assumption agreements required by the lender under any financing secured by the
Property, including the Existing Loan. Upon execution and recordation of such assumption agreements, the transferee shall become
a party to this Agreement and the Property Management Agreement and any such financing without further action by the other Tenants
in Common.


 


8.             Right
of Partition. The Tenants in Common agree that any Tenant in Common (and any of its successors-in-interest) shall have the
right, while this Agreement remains in effect, to have the Property partitioned, and to file a complaint or institute any proceeding
at law or in equity to have the Property partitioned in accordance with, and to the extent provided by, applicable law. The Tenants
in Common acknowledge and agree that partition of the Property may result in a forced sale by all of the Tenants in Common. To
avoid the inequity of a forced sale and the potential adverse effect on the investment by the other Tenants in Common, the Tenants
in Common agree that, as a condition precedent to filing a partition action, the Tenant in Common intending to file such action
shall follow the buy-sell procedure set forth in Section 10. The right of partition reserved to each of the Tenants in Common under
this Section 8 may, if required by the lender under any financing secured by the Property, be waived for the period expiring on
the satisfaction of any such financing.


 




    	 



    	 



    

  


9.             Bankruptcy.
To avoid the inequity of a forced sale and the potential adverse effect on the investment of the other Tenants in Common, the Tenants
in Common agree that, as a condition precedent to entering into this Agreement, the Tenant in Common causing an Event of Bankruptcy
(as defined below) shall follow the buy-sell procedure set forth in Section 10. The Tenants in Common agree that the following
shall constitute an "Event of Bankruptcy" with respect to any Tenant in Common (and in any of its successors-in-interests):
if a receiver, liquidator or trustee is appointed for any Tenant in Common, if any Tenant in Common becomes insolvent, makes an
assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due, if any
petition for bankruptcy, reorganization, liquidation or arrangement pursuant to federal bankruptcy law, or similar federal or state
law shall be filed by or against, consented to, or acquiesced in by, any Tenant in Common; provided, however, if such appointment,
adjudication, petition or proceeding was involuntary and not consented to by such Tenant in Common then, upon the same not being
discharged, stayed or dismissed within thirty (30) days thereof.


 


10.             Buy-Sell
Procedure. Prior to the filing of a partition action in accordance with Section 8 or upon the occurrence of an Event of Bankruptcy
in accordance with Section 9, the Tenant in Common filing such action or the subject of the Event of Bankruptcy (hereinafter, "Seller")
shall first make a written offer ("Offer") to sell its undivided interest to the other Tenant in Common at a price equal
to (a) the Fair Market Value (as defined below) of Seller's undivided interest minus (b) Seller's proportionate share of any selling,
prepayment or other costs that would apply in the event the Property was sold on the date of the offer. The other Tenant in Common
shall be entitled to purchase the selling Tenant in Common's interest in the Property. "Fair Market Value" shall mean
the fair market value of Seller's undivided interest in the Property (reduced by liabilities secured by the Property or liabilities
taken subject to) on the date the Offer is made as determined in accordance with the procedures set forth below. The other Tenant
in Common shall have twenty (20) days after delivery of the Offer to accept the Offer. If the
other Tenant in Common (the Tenant in Common electing to accept the Offer, "Purchaser") accept the Offer, Seller and
Purchaser shall commence negotiation of the Fair Market Value within fifteen (15) days after the Offer is accepted. If
the parties do not agree, after good faith negotiations, within ten (10) days, then each party shall submit to the other a proposal
containing the Fair Market Value the submitting party believes to be correct ("Proposal"). If
either Purchaser or Seller fails to timely submit a Proposal, the other party's submitted proposal shall determine the Fair
Market Value. If both Purchaser and Seller timely submit Proposals, then the Fair Market Value
shall be determined by final and binding arbitration in accordance with the procedures set forth below. Purchaser and Seller shall
meet, telephonically or at a mutually agreeable location, within seven (7) days after delivery of the last Proposal and make a
good faith attempt to mutually appoint a certified MAI real estate appraiser who shall have been active full-time over the previous
five (5) years in the appraisal of comparable properties located in Hendersonville, Tennessee to act as the arbitrator. If
Purchaser and Seller are unable to agree upon a single arbitrator, then Purchaser and Seller each, within five (5) days
after the meeting, shall select an arbitrator that meets the foregoing qualifications. The two (2) arbitrators so appointed, within
fifteen (15) days after their appointment, shall appoint a third arbitrator meeting the foregoing qualifications; provided, however,
if one party fails to appoint an arbitrator in such period, then the one appointed arbitrator shall make such determination itself
without the need for an additional, or third, arbitrator to be appointed or chosen. The determination of the arbitrator(s) shall
be limited solely to the issue of whether Seller's or Purchaser's Proposal most closely approximates the fair market value. The
decision of the single arbitrator or of the arbitrator(s) shall be made within thirty (30) days after the appointment of a single
arbitrator or the third arbitrator, as applicable. The arbitrator(s) shall have no authority to create an independent structure
of fair market value or prescribe or change any or several of the components or the structure thereof; the sole decision to be
made shall be which of the parties' Proposals most closely corresponds to the fair market value of the Property. The decision of
the single arbitrator or majority of the three (3) arbitrators shall be binding upon Purchaser and Seller. If
Purchaser or Seller fails to appoint an arbitrator within the time period specified above, the arbitrator appointed by one
of them shall reach a decision that shall be binding upon the parties. The cost of the arbitrators shall be paid equally by Seller
and Purchaser. The arbitration shall be conducted in Wilmington, Delaware, in accordance with applicable Tennessee law, as modified
by this Agreement. The parties agree that Federal Arbitration Act, Title 9 of the United States Code, shall not apply to
any arbitration hereunder. The parties shall have no discovery rights in connection with the arbitration. The decision of the arbitrator(s)
may be submitted to any court of competent jurisdiction by the party designated in the decision (i.e., New York, North Carolina,
Delaware or Tennessee, as applicable). Such party shall submit to the applicable court having subject matter jurisdiction a form
of judgment incorporating the decision of the arbitrator(s), and such judgment, when signed by a judge of such court, shall become
final for all purposes and shall be entered by the clerk of the court on the judgment roll of the court. If
either Purchaser or Seller refuses to arbitrate an arbitrable dispute and the party demanding arbitration obtains a court
order directing the other to arbitrate, the party demanding arbitration shall be entitled to all of its reasonable attorneys' fees
and costs in obtaining such order, regardless of which party ultimately prevails in the matter. BY EXECUTING THIS AGREEMENT,
EACH TENANT IN COMMON AGREES TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE ARBITRATION OF DISPUTES PROVISION DECIDED
BY NEUTRAL ARBITRATION AS PROVIDED BY TENNESSEE LAW AND EACH TENANT IN COMMON KNOWINGLY GIVES UP ANY RIGHTS IT MIGHT POSSESS TO
HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY EXECUTING THIS AGREEMENT EACH TENANT IN COMMON GIVES UP ITS JUDICIAL RIGHTS
TO APPEAL. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE
AUTHORITY OF TENNESSEE LAW. EACH TENANT IN COMMON'S AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. Once the Fair Market
Value is determined, the Purchaser shall be obligated to acquire the Seller's Interest. The closing of the purchase shall occur
at or through a mutually agreeable title company where the Property is located within thirty (30) days from the date a Fair Market
Value is determined, whether by agreement or arbitration. Closing costs and prorations shall be allocated as is standard practice
where the Property is located.


 




    	 



    	 



    

  


11.         General
Provisions.


 


11.1         Mutuality:
Reciprocity: Runs With the Land. All provisions, conditions, covenants, restrictions, obligations and agreements contained
herein or in the Property Management Agreement are made for the direct, mutual and reciprocal benefit of each and every part of
the Property; shall be binding upon and shall inure to the benefit of each of the Tenants in Common and their respective heirs,
executors, administrators, successors, assigns, devisees, representatives, lessees and all other persons acquiring any undivided
interest in the Property or any portion thereof whether by operation of law or any manner whatsoever (collectively, "Successors");
shall create mutual, equitable servitudes and burdens upon the undivided interest in the Property of each Tenant in Common in favor
of the interest of every other Tenant in Common; shall create reciprocal rights and obligations between the respective Tenants
in Common, their interests in the Property, and their Successors; and shall, as to each of the Tenants in Common and their Successors
operate as covenants running with the land, for the benefit of the other Tenants in Common pursuant to applicable law. It
is expressly agreed that each covenant contained herein or in the Property Management Agreement (i) is for the benefit of
and is a burden upon the undivided interests in the Property of each of the Tenants in Common, (ii) runs with the undivided interest
in the Property of each Tenant in Common and (iii) benefits and is binding upon each Successor owner during its ownership of any
undivided interest in the Property, and each owner having any interest therein derived in any manner through any Tenant in Common
or Successor. Every person or entity who now or hereafter owns or acquires any right, title or interest in or to any portion of
the Property is and shall be conclusively deemed to have consented and agreed to every restriction, provision, covenant, right
and limitation contained herein or in the Property Management Agreement, whether or not such person or entity expressly assumes
such obligations or whether or not any reference to this Agreement or the Property Management Agreement is contained in the instrument
conveying such interest in the Property to such person or entity. The Tenants in Common agree that, subject to the restrictions
on transfer contained herein, any Successor shall become a party to this Agreement and the Property Management Agreement upon acquisition
of an undivided interest in the Property as if such person was a Tenant in Common initially executing this Agreement.


 


11.2         Binding
Arbitration. Any controversy arising out of or related to this Agreement or the breach thereof or an investment in the interests
shall be settled by arbitration in Wilmington, Delaware, in accordance with the rules of The American Arbitration Association,
and judgment entered upon the award rendered may be enforced by appropriate judicial action pursuant to Tennessee law. The arbitration
panel shall consist of one member, which shall be the mediator if mediation has occurred or shall be a person agreed to by each
party to the dispute within 30 days following notice by one party that he desires that a matter be arbitrated. If
there was no mediation and the parties are unable within such 30 day period to agree upon an arbitrator, then the panel
shall be one arbitrator selected by the Wilmington, Delaware office of The American Arbitration Association, which arbitrator shall
be experienced in the area of real estate and who shall be knowledgeable with respect to the subject matter area of the dispute.
The losing party shall bear any fees and expenses of the arbitrator, other tribunal fees and expenses, reasonable attorney's fees
of both parties, any costs of producing witnesses and any other reasonable costs or expenses incurred by him or the prevailing
party or such costs shall be allocated by the arbitrator. The arbitration panel shall render a decision within thirty (30) days
following the close of presentation by the parties of their cases and any rebuttal. The parties shall agree within thirty (30)
days following selection of the arbitrator to any prehearing procedures or further procedures necessary for the arbitration to
proceed, including interrogatories or other discovery; provided, in any event each Tenant in Common shall be entitled to discovery
in accordance with Tennessee law.


 


11.3         Attorneys'
Fees. If any action or proceeding is instituted between all or any of the Tenants in Common
arising from or related to or with this Agreement, the Tenant in Common or Tenants in Common prevailing in such action or arbitration
shall be entitled to recover from the other Tenant in Common or Tenants in Common all of its or their costs of action or arbitration,
including, without limitation, reasonable attorneys' fees and costs as fixed by the court or arbitrator therein.


 




    	 



    	 



    

  


11.4         Entire
Agreement. This Agreement, together with the Property Management Agreement, constitutes the entire agreement between the parties
hereto pertaining to the subject matter hereof and all prior and contemporaneous agreements, representations, negotiations and
understandings of the parties hereto, oral or written, are hereby superseded and merged herein.


 


11.5         Governing
Law. This Agreement shall be governed by and construed under the internal laws of the State of Tennessee without regard to
choice of law rules.


 


11.6         Modification.
No modification, waiver, amendment, discharge or change of this Agreement shall be valid unless the same is in writing and signed
by the party against which the enforcement of such modification, waiver, amendment, discharge or change is or may be sought. The
assumption of a new Tenant in Common of this Agreement through the acquisition of an undivided interest in the Property, whether
pursuant to the execution of a new Tenants in Common Agreement with identical terms as this Agreement, the execution of a counterpart
of this Agreement or the execution of an assignment and assumption instrument applicable to this Agreement, shall not constitute
a modification of this Agreement requiring the consent to, or execution of, such instrument by the other Tenants in Common under
this Agreement.


 


11.7         Notice
and Payments. Any notice to be given or other document or payment to be delivered by any party to any other party hereunder
may be delivered in person, or may be deposited in the United States mail, duly certified or registered, return receipt requested,
with postage prepaid, or by Federal Express or other similar overnight delivery service, and addressed to the Tenants in Common
at the addresses specified below or in any instrument effecting an assignment and assumption hereof. Any party hereto from time
to time, by written notice to the others, may designate a different address that shall be substituted for the one above specified.
Unless otherwise specifically provided for herein, all notices, payments, demands or other communications given hereunder shall
be in writing and shall be deemed to have been duly given and received (i) upon personal delivery, or (ii) as of the third business
day after mailing by United States registered or certified mail, return receipt requested, postage prepaid, addressed as set forth
above, or (iii) the immediately succeeding business day after deposit with Federal Express or other similar overnight delivery
system.


 


11.8         Successors
and Assigns. All provisions of this Agreement shall inure to the benefit of and shall be binding upon the successors-in-interest,
assigns and legal representatives of the parties hereto.


 


11.9         Term.
This Agreement shall commence as of the date of recordation and shall terminate at such time as the Tenants in Common or their
successors-in-interest or assigns no longer own the Property as tenants-in-common. In no event shall this Agreement continue beyond
December 31, 2030.


 


11.10         Waivers.
No act of any Tenant in Common shall be construed to be a waiver of any provision of this Agreement, unless such waiver is in writing
and signed by the Tenant in Common affected. Any Tenant in Common hereto may specifically waive any breach of this Agreement by
any other Tenant in Common, but no such waiver shall constitute a continuing waiver of similar or other breaches.


 


11.11         Counterparts.
This Agreement may be executed in counterparts, each of which, when taken together, shall be deemed one fully executed original.


 


11.12         Severability.
If any portion of this Agreement shall become illegal, null or void or against public policy,
for any reason, or shall be held by any court of competent jurisdiction to be illegal, null or void or against public policy, the
remaining portions of this Agreement shall not be affected thereby and shall remain in full force and effect to the fullest extent
permissible by law.


 


11.13         Securities
Laws. THE UNDIVIDED INTERESTS IN THE PROPERTY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, NOR APPROVED OR DISAPPROVED
BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, OR BY THE SECURITIES REGULATORY AUTHORITY OF ANY STATE, NOR HAS ANY COMMISSION
OR AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF ANY OFFERING OR THE ACCURACY OR ADEQUACY OF ANY DISCLOSURE MADE IN
CONNECTION THEREWITH. ANY REPRESENTATION TO. THE CONTRARY IS A CRIMINAL OFFENSE.


 




    	 



    	 



    

  


11.14       Time
is of the Essence. Time is of the essence of each and every provision of this Agreement.


 


11.15       Subordination.


 


11.15.1         The
Tenants in Common have previously obtained and/or assumed the Existing Loan As security for the Existing Loan, the Tenants in Common
have executed and delivered a first deed of trust in favor of the holder of the Existing Loan ("Security Instrument").
The Security Instrument, the Multifamily Note evidencing the Existing Loan ("Note"), and all other documents and instruments
existing now or after the date hereof, evidencing, securing, or otherwise relating to the Existing Loan or the Property or any
other collateral for the Existing Loan including any assignment of leases and rents, other assignments, security agreements, financing
statements, guaranties, indemnity agreements (including environmental indemnity agreements), letters of credit, or escrow/holdback
or similar agreements or arrangements, together with all amendments, modifications, substitutions or replacements thereof, are
herein collectively referred to as the "Loan Documents".


 


11.15.2         The
Security Instrument, and any renewals and extensions thereof, shall unconditionally be and remain at all times a lien on the Property
prior and superior to this Agreement and all rights, privileges, duties and obligations of BR and BELL hereunder. This Agreement
and all rights, privileges, duties and obligations of BR and/or BELL hereunder shall be and hereby are subjected and subordinated
to the Note, the Security Instrument, and the other Loan Documents, including, without limitation, all indebtedness, and any interest,
fees, costs or expenses thereon due or to become due to the holder thereof under the Note, Security Instrument or any other Loan
Document. In the event of a conflict between the terms and provisions of this Agreement and the terms and provisions of the Loan
Documents, the terms and provisions of the Loan Documents shall prevail. Nothing contained herein, however, shall obligate either
BR or BELL with respect to any of the Loan Documents which is not applicable to such respective party.


 


11.16         Memorandum.
The Tenants in Common acknowledge and agree that they will execute and record the Memorandum of Tenants in Common Agreement in
the land records of Sumner County, Tennessee in the form of Exhibit C attached hereto in lieu of the recordation of the Tenants
in Common Agreement.


 




    	 



    	 



    

  


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date set forth above.


 


	 	TENANTS IN COMMON:
	 	 	 
	 	BELL BR WATERFORD CROSSING JV, LLC, a Delaware
	 	limited liability company
	 	 	 
	 	By:	BR Waterford JV Member, LLC, a Delaware limited
	 	 	liability company, its manager


 


	 	By:	/s/ Jordan Ruddy
	 	 	Jordan Ruddy, Authorized Signatory


 


	 	BELL HNW WATERFORD, LLC, a Delaware limited liability
	 	company
	 	 	 
	 	By:	Bell HNW Nashville Portfolio, LLC, a North Carolina
	 	 	limited liability company. Its Sole Member and
	 	 	Manager


 


	 	By:	Bell Partners, Inc., a North Carolina corporation, its Manager
	 	 	By:	/s/ Jonathan D. Bell
	 	 	Name:	Jonathan D. Bell
	 	 	Title:	President


 




    	 



    	 



    

 


EXHIBITS





 


	Exhibit "A"	Description of the Property
	 	 
	Exhibit "B"	Tenants in Common and Percentage Interests
	 	 
	Exhibit "C"	Memorandum of Tenants in Common Agreement
	 	 
	Exhibit "D"	Decisions Requiring Unanimity


 




    	 



    	 



    

 


EXHIBIT "A"


 


Description of Property


 




    	 



    	 



    

 


EXHIBIT A 


 


LEGAL DESCRIPTION


 


Beginning at a PK nail (old) in
the easterly right of way line of Sanders Ferry Road (right of way varies), 15 feet from the centerline of said road and a common
corner of the subject tract and the Corps of Engineering Property, U.S.A.;


 


Thence
with said Corps of Engineering, South 72° 07' 49" West, 223.44 feet to an Army Corp property line marker, being a common
corner of the subject tract, said Corps of Engineering and the Central Baptist Church of Hendersonville, as recorded in Deed Book
266, page 837, R.O.S.C.;


 


Thence with said Church, North 85° 29' 14"
West, 698.24 feet to an iron rod (old), being a common corner of the subject tract and said Church;


 


Thence South 4° 37' 59"
West, 147.00 feet to a point, being on a westerly line of said Church and a common corner of the subject tract and said future
development of The Grove at Waterford Crossing Phase Two;


 


Thence, a new line, for the following
twelve courses:


 


1)North
85° 28' 30" West, 293.77 feet to a point; thence


 


	2)	North 04° 30' 46" East, 95.19 feet to a point; thence



 


	3)	North 85° 29' 14" West, 162.89 feet to a point; thence



 


4)Along
an arc of a curve to the right with a radius of 34.00 feet, a length of 51.08 feet, a chord bearing of North 42° 26' 59"
West, and a chord length of 46.41 feet to a point; thence


 


5)Along
an arc of a curve to the left with a radius of 3.00 feet, a length of 4.51 feet, a chord bearing of North 42° 26' 59"
West and a chord length of 4.09 feet to a point; thence


 


	6)	North 85° 29'14" West, 31.21 feet to a point; thence



 


	7)	North 4° 53' 27" East, 329.94 feet to an iron rod (new); thence



 


	8)	South 86° 11' 16" East, 317.86 feet to an iron rod (new); thence



 


	9)	North 3° 48' 55" East, 93.86 feet to an iron rod (new); thence



 


	10)	South 86° 12' 40" East, 136.67 feet to an iron rod (new); thence



 


11)Along
an arc of a curve to the left with a radius of 676.00 feet a length of 592.86 feet a chord bearing of North 83° 20' 48"
East, and a chord length of 574.04 feet to an iron rod (new); thence


 


12)North
58° 22' 23" East, 65.78 feet to an iron rod (new), being a common comer of the subject tract and said McClung Property,
also being on said easterly right of way of Sanders Ferry Road;


 


Thence with said Easterly right
of way of Sanders Ferry Road for the following three courses:


 


	1)	South 30° 39' 53" East, 212.82 feet to a PK nail (old); thence



		2)	South 30° 37' 38" East, 217.82 feet to a PK nail (old); thence



 


3)South 31°
38' 08" East, 162.00 feet to the point and place of beginning,


 


Containing 579,275 square feet or 13.298 acres, more
or less.


 




    	 



    	 



    

  


Said description is according
to a survey prepared by H and H Land Surveyors, Inc., Michael V. Holmes RLS #213, dated April 8, 2008, Job No. 2006-234.


 


Being part of the same property
conveyed to MACK H. MCCLUNG, by deed from JOHN S. MARTIN AND JAMES G. MARTIN, III, of record in Record Book 2567, page 239, dated
August 4, 2006, said Register's Office. And being further conveyed to MCCLUNG FAMILY PARTNERS, LLC, A TENNESSEE LIMITED LIABILITY
COMPANY, by Quitclaim Deed from MACK H. MCCLUNG, of record in Record Book 2950, page 468, dated April 18, 2008, said Register's
Office. And also being further conveyed to THE GROVE AT WATERFORD CROSSING, LLC, A DELAWARE LIMITED LIABILITY COMPANY, by deed
from MCCLUNG FAMILY PARTNERS, LLC, A TENNESSEE LIMITED LIABILITY COMPANY, of record in Record Book 2950, page 470, dated April
18, 2008 said Register's Office. And being further conveyed to BELL BR WATERFORD CROSSING JV, LLC, a Delaware limited liability
company, by deed from THE GROVE AT WATERFORD CROSSING, LLC, a Delaware limited liability company, of record in Record Book 3560,
page 777, dated April 4, 2012, in said Register s Office, and in Record Book 3560, page 784, dated April 4, 2012, in said Register's
Office.


 


Together with the beneficial
rights contained in the Easement Agreement of record in Record Book 3236, page 822, said Register's Office, as amended by an Amendment
to Easement Agreement of record in Book 3560, page 766, said Register's Office.


 




    	 



    	 



    

  


EXHIBIT "B"


 


Tenants in Common and Percentage
Interests


  


	Tenants in Common	 	Percentage Interest	 
	 	 	 	 
	BELL BR WATERFORD CROSSING JV, LLC	 	 	60	%
	c/o Bluerock Real Estate, LLC	 	 	 	 
	712 Fifth Avenue, 9th Floor	 	 	 	 
	New York, NY 10019	 	 	 	 
	Attn:  Jordan Ruddy	 	 	 	 
	 	 	 	 	 
	BELL HNW WATERFORD, LLC	 	 	40	%
	c/o Bell Partners, Inc.	 	 	 	 
	300 N. Greene Street, Suite 1000,	 	 	 	 
	Greensboro, NC 27401	 	 	 	 
	Attn: ________________	 	 	 	 



 




    	 



    	 



    

  


EXHIBIT C


 


FORM OF MEMORANDUM OF TENANTS IN COMMON
AGREEMENT


 


	RECORDING REQUESTED BY	)
	WHEN RECORDED MAIL TO:	)
	 	 
	Bluerock Real Estate, LLC 	 
	712 Fifth Avenue, 9th Floor 	 
	New York, NY 10019	)
	Attention: Michael Konig	)


 


	Above Space for Recorder's Use


 


MEMORANDUM OF TENANTS IN COMMON AGREEMENT


 


THIS MEMORANDUM OF
TENANTS IN COMMON AGREEMENT (the "Memorandum") is dated as of December 3, 2014, by
and between BELL BR WATERFORD CROSSING JV, LLC, a Delaware limited liability company ("BR"), and BELL HNW WATERFORD,
LLC, a Delaware limited liability company ("BELL") (together with any other persons or parties who acquire an interest
and assume the rights and obligations hereunder by written instrument, each sometimes referred to as a "Tenant in Common"
or collectively as the "Tenants in Common").


 


A.           The
Tenants in Common have entered into that certain Tenants in Common Agreement dated of even date hereof (the "TIC Agreement"),
pertaining to certain real property more particularly described on Exhibit A attached hereto (the "Property").


 


B.           The
Tenants in Common have previously obtained or assumed a loan in the original principal amount of $20,100,000
from CWCapital LLC, which loan has been assigned to Fannie Mae ("Lender") for the financing of the Property ("Loan")
and, in connection therewith, entering into various documents evidencing and securing the Loan (the "Loan Documents"),
including but not limited to the deed of trust previously recorded as a lien against the Property (the "Security Instrument").


 


C.           This
Memorandum is made and entered into solely for the purpose of providing notice of the TIC Agreement to all third parties.


 


NOW, THEREFORE, for
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Tenants in Common hereby declare and
agree:


 


1.          The
Tenants in Common hereby created a tenancy-in-common in order to coordinate all actions taken with respect to the Property pursuant
to the terms and provisions of the TIC Agreement. The TIC Agreement is hereby incorporated by this reference as if set forth herein
in full.


 


2.          The
Tenants in Common have subordinated and hereby expressly subordinate the TIC Agreement to the Loan Documents, including the lien
established pursuant to the Security Instrument.


 


3.          All
communications with the Tenants in Common under this Agreement, including any inquiries regarding the specific terms of the TIC
Agreement, should be addressed to Bluerock Real Estate, LLC, 712 Fifth Avenue, 9th
Floor, New York, NY 10019 Attn. Michael Konig.


 


4.          To
the extent of any inconsistency between the terms of the TIC Agreement and this Memorandum, the terms of the TIC Agreement shall
prevail and control.


 


[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK.


SIGNATURES APPEAR ON THE FOLLOWING
PAGES.]


 




    	 



    	 



    

  


IN WITNESS WHEREOF, the parties
have executed this Memorandum as of the date set forth above.


 


	 	TENANTS IN COMMON:
	 	 	 
	 	BELL BR WATERFORD CROSSING JV, LLC, a
	 	Delaware limited liability company
	 	 	 
	 	By:	BR Waterford JV Member, LLC, a Delaware
	 	 	limited liability company, its manager


 


	 	By:	 
	 	 	Jordan Ruddy, Authorized Signatory


 


	STATE OF NEW YORK	)
	COUNTY OF NEW YORK 	)


 


Before
me, the undersigned, a Notary Public in and for the County and State aforesaid, personally appeared Jordan Ruddy, with whom I am
personally acquainted (or proved to me on the basis of satisfactory evidence) and who, upon oath, acknowledged that he/she is the
Authorized Signatory of BR Waterford JV Member, LLC, a Delaware limited liability company, in the limited liability company's capacity
as Manager of BELL BR WATERFORD CROSSING JV, LLC, a Delaware limited liability company, the
within named bargainor, and that he/she as such Authorized Signatory, being authorized to do, executed the within instrument for
the purposes therein contained by signing the name of the company hereto.


 


Witness my hand and seal, at office in New York,
New York, this______day of November, 2014.


 


 





	 	 
	 	Notary Public




 


My Commission Expires:_____________


 




    	 



    	 



    

  


	 	BELL HNW WATERFORD, LLC, a Delaware limited
	 	liability company
	 	 	 
	 	By:	Bell HNW Nashville Portfolio, LLC, a North
	 	 	Carolina limited liability company, its Sole
	 	 	Member and Manager


 


	 	By:	Bell Partners, Inc., a North
	 	 	Carolina corporation, its
	 	 	Manager


 


	 	By:	 
	 	Name: 	 
	 	Title:	 


 


	STATE OF NORTH CAROLINA 	)	 
	COUNTY OF         _________________	)	 


 


Before me, the undersigned,
a Notary Public in and for the County and State aforesaid, personally appeared ________________, with whom I am personally acquainted
(or proved to me on the basis of satisfactory evidence) and who, upon oath, acknowledged that he/she is the_______________
of Bell Partners, Inc., a North Carolina corporation, in the corporation's capacity as Manager of Bell HNW Nashville Portfolio,
LLC, a North Carolina limited liability company, the sole member and manager of Bell HNW Waterford, LLC, a Delaware limited liability
company, the within named bargainor, and that he/she as such__________________, being authorized to do, executed the within instrument for the purposes
therein contained by signing the name of the company hereto.


 


Witness my hand and seal, at office
in_________ , North Carolina, this________ day of November, 2014.


  


	 	 
	 	Notary Public


 


	My Commission Expires: ______________	 


 




    	 



    	 



    

  


EXHIBIT A


 


LEGAL DESCRIPTION


 


Beginning at a PK nail (old) in the easterly
right of way line of Sanders Ferry Road (right of way varies), 15 feet from the centerline of said road and a common comer of the
subject tract and the Corps of Engineering Property, U.S.A.;


 


Thence with said Corps of Engineering,
South 72° 07' 49" West, 223.44 feet to an Army Corp property line marker, being a common comer of the subject tract, said
Corps of Engineering and the Central Baptist Church of Hendersonville, as recorded in Deed Book 266, page 837, R.O.S.C.;


 


Thence with said Church, North 85°
29' 14" West, 698.24 feet to an iron rod (old), being a common corner of the subject tract and said Church;


 


Thence South 4° 37' 59" West,
147.00 feet to a point, being on a westerly line of said Church and a common corner of the subject tract and said future development
of The Grove at Waterford Crossing Phase Two;


 


Thence, a new line, for the following twelve
courses:


 


1)North 85°
28' 30" West, 293.77 feet to a point; thence


 


2)North 04° 30' 46" East,
95.19 feet to a point; thence


 


3)North 85° 29' 14"West, 162.89
feet to a point; thence


 


4)Along an arc of a curve to the right
with a radius of 34.00 feet, a length of 51.08 feet, a chord bearing of North 42° 26' 59" West, and a chord length of
46.41 feet to a point; thence


 


5)Along an arc of a curve to the left
with a radius of 3.00 feet, a length of 4.51 feet, a chord bearing of North 42° 26' 59" West and a chord length of 4.09
feet to a point; thence


 


6)North 85° 29' 14"West, 31.21
feet to a point; thence


 


7)North 4° 53' 27" East, 329.94
feet to an iron rod (new); thence


 


8)South 86° 11' 16" East,
317.86 feet to an iron rod (new); thence


 


9)North 3° 48' 55" East, 93.86
feet to an iron rod (new); thence


 


10)South 86° 12' 40" East,
136.67 feet to an iron rod (new); thence


 


11)Along an arc of a curve to the left
with a radius of 676.00 feet a length of 592.86 feet a chord bearing of North 83° 20' 48" East, and a chord length of
574.04 feet to an iron rod (new); thence


 


12)North 58° 22' 23" East,
65.78 feet to an iron rod (new), being a common comer of the subject tract and said McClung Property, also being on said easterly
right of way of Sanders Ferry Road;


 


Thence with said Easterly right of way
of Sanders Ferry Road for the following three courses:


1)South
30° 39' 53" East, 212.82 feet to a PK nail (old); thence


 




    	 



    	 



    

  


2)South
30° 37' 38" East, 217.82 feet to a PK nail (old); thence


 


3)South 31°
38' 08" East, 162.00 feet to the point and place of beginning, Containing 579,275 square feet or 13.298 acres, more or
less.


 


Said description is according to a survey
prepared by H and H Land Surveyors, Inc., Michael V. Holmes RLS #213, dated April 8, 2008, Job No. 2006-234.


 


Being part of the same property conveyed
to MACK H. MCCLUNG, by deed from JOHN S. MARTIN AND JAMES G. MARTIN, III, of record in Record Book 2567, page 239, dated August
4, 2006, said Register's Office. And being further conveyed to MCCLUNG FAMILY PARTNERS, LLC, A TENNESSEE LIMITED LIABILITY COMPANY,
by Quitclaim Deed from MACK H. MCCLUNG, of record in Record Book 2950, page 468, dated April 18, 2008, said Register's Office.
And also being further conveyed to THE GROVE AT WATERFORD CROSSING, LLC, A DELAWARE LIMITED LIABILITY COMPANY, by deed from MCCLUNG
FAMILY PARTNERS, LLC, A TENNESSEE LIMITED LIABILITY COMPANY, of record in Record Book 2950, page 470, dated April 18, 2008, said
Register's Office. And being further conveyed to BELL BR WATERFORD CROSSING JV, LLC, a Delaware limited liability company, by deed
from THE GROVE AT WATERFORD CROSSING, LLC, a Delaware limited liability company, of record in Record Book 3560, page 777, dated
April 4, 2012, in said Register's Office, and in Record Book 3560, page 784, dated April 4, 2012, in said Register's Office.


 


Together with the beneficial rights contained
in the Easement Agreement of record in Record Book 3236, page 822, said Register's Office, as amended by an Amendment to Easement
Agreement of record in Book 3560, page 766, said Register's Office.


 




    	 



    	 



    

  


EXHIBIT D


 


DECISIONS REQUIRING UNANIMITY


 


DECISIONS REQUIRING UNANIMITY Notwithstanding
any powers delegated to the Property Manager, or any provision in this Agreement to the contrary, the following powers are expressly
reserved to the Tenants in Common, and the unanimous affirmative vote of BR and Bell shall be required to approve any such action
(each, a "Major Decision"):


 


		(i)	any loan to be secured by the Property, including any
refinancing, material amendment, material modification or extension of the Existing Loan;



 


		(ii)	any sale of the Property (as an entirety) or any action
reasonably intended to accomplish same, including but not limited to entering into any contract of sale or binding or non-binding
term sheet, marketing the Property for sale, selecting or engaging any broker or anyone else for the purpose of selling or marketing
the Property, releasing Property information to any broker or anyone else for the purpose of selling or marketing the Property,
giving, granting or undertaking any options, rights of first refusal, pledges, ground leases, security or other interests in or
encumbering the Property, any portion thereof or any other material assets;



 


		(iii)	enter into any transaction with an affiliate of any Tenant
in Common (except the initial entry into the Property Management Agreement. Subject to the remaining terms of this clause (iii)
the Tenants in Common shall have equal approval rights with respect to any change in management of the Property with respect to
the property management functions (i.e. any modification or amendment of the Property Management Agreement; provided however,
termination of such agreement shall be solely subject to the terms thereof). For the avoidance of doubt, except as set forth in
this clause (iii) no other affiliates of Bell may be engaged to provide goods or services to the Property except (i) upon terms
which are competitive at that time in the relevant market and (ii) after giving notice to and with the prior written approval
of BR of such contract or payments. Further, in the event of a material default with respect to any agreement between the Tenants
in Common and any affiliate of Bell, which material default is not cured within the time
frame allotted under such agreement, only BR shall be authorized to take action with respect to remedies on behalf of the Tenants
in Common relative to such defaulted agreement, including the right to terminate the applicable agreement and to solicit bids
for any replacement vendor with respect to the services being performed under the defaulted agreement. In the event that BR obtains
bids or proposals for any replacement vendor that are satisfactory to BR, BR shall submit such bids or proposals to Bell for approval,
which shall not be unreasonably withheld, conditioned or delayed. If Bell fails to so approve
any such bids or proposals within fifteen (15) days thereafter, such failure to agree shall constitute a failure to agree on a
Major Decision;



 


		(iv)	any acquisition by the Tenants in Common by purchase,
ground lease or otherwise, of any real property or other material asset, or the entry into of any agreement, commitment or assumption
with respect to any of the foregoing, or the making or posting of any deposit (refundable or non-refundable) in connection therewith;



 


		(v)	any taking of any action by the Tenants in Common that
is reasonably likely to result in any Tenant in Common or any of its affiliates having individual liability under any so called
"bad boy" guaranties or similar agreements provided to third party lenders in respect of financings relating to the
Property which provide for recourse as a result of willful misconduct, fraud or gross negligence or for failure to comply with
the covenants or any other provisions of such "bad boy" guaranties (each, a "Non-Recourse Carveout Guaranty");



 


		(vi)	any decision of "Owner" with respect to approval
or amendment of any "Budget" as those terms are defined and used in the Property Management Agreement.



 




    	 



    	 



    

  


		(vii)	any amendment, modification, or termination of this Agreement,
the Property Management Agreement;



 


		(viii)	except as otherwise set forth in the approved Budget,
making a call for additional capital with respect to the Property;



 


		(viii)	acquiring, modifying, amending, or terminating any insurance
policy with respect to the Property, other than in conjunction with any policies the cost of which was included in the Budget
and other than any policies necessary to respond to any requirements of a lender under a loan, including the Existing Loan.



 




    	 



    	 



    

  


EXHIBIT E


 


PURCHASE RIGHTS


 


(a)          Availability
of Rights. At any time that the Tenants in Common are unable to agree on a Major Decision and such failure to agree has continued
for fifteen (15) days after written notice from one Tenant in Common to the other Tenant in Common indicating an intention to exercise
rights under this Exhibit E, either Tenant in Common has the right to initiate the provisions of this Exhibit E.
Further, at any time that the Tenants in Common are unable to agree on a decision to terminate the Property Management Agreement
pursuant to its terms, and such failure to agree has continued for fifteen (15) days after written notice from BR to Bell, BR,
and only BR, has the right to initiate the provisions of this Exhibit E. The rights provided in this Exhibit E shall
not be available to any Tenant in Common and shall be unenforceable to the extent that the exercise of rights and attendant transfer
of Interest violate any applicable document evidencing or securing a loan, including the Existing Loan, and any such transfer,
if made, shall be void ab initio.


 


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


 


(c)          Offeree
Response. After receipt of such notice, the Offeree shall elect to either (i) sell its entire Interest to the Offeror for an
amount equal to the amount the Offeree would have been entitled to receive if the Tenants in Common had sold the Property for the
Valuation Amount on the Closing Date and the Tenants in Common had immediately paid all Property level liabilities and Imputed
Closing Costs and distributed the net proceeds of sale to the Tenants in Common pursuant to Section 3 of the Agreement, or (ii)
purchase the entire Interest of the Offeror for an amount equal to the amount the Offeror would have been entitled to receive if
the Tenants in Common had sold the Property for the Valuation Amount on the Closing Date and the Tenants in Common had immediately
paid all Property level liabilities and Imputed Closing Costs and distributed the net proceeds of the sale to the Tenants in Common
pursuant to Section 3 of the Agreement. The Offeree shall have thirty (30) days from the giving of the Offeror's notice in which
to exercise either of its options by giving written notice to the Offeror. If the Offeree
does not elect to acquire the Offeror's Interest within such time period, the Offeree shall be deemed to have elected to sell its
Interest to the Offeror as provided in subsection (i) above.


 


(d)          Earnest
Money. Within five (5) business days after an election has been made or deemed made under clause (c), the acquiring Tenant
in Common shall deposit with a mutually acceptable third-party escrow agent a non-refundable earnest money deposit in the amount
of five percent (5%) of the amount the selling Tenant in Common is entitled to receive for its Interest under this Exhibit E,
which amount shall be applied to the purchase price at closing. If the acquiring Tenant in
Common should thereafter fail to consummate the transaction for any reason other than a default by the selling Tenant in Common
or a refusal by any lender with respect to the Property who has a right under its loan documents to consent to such transfer to
so consent, (i) (A) the earnest money deposit shall be distributed from escrow to the selling Tenant in Common, free of all claims
of the acquiring Tenant in Common, as liquidated damages and constituting the sole and exclusive remedy available to the selling
Tenant in Common because of a default by the acquiring Tenant in Common or (B) the selling Tenant in Common may, by delivering
to the acquiring Tenant in Common written notice thereof, elect to buy the acquiring Tenant in Common's entire Interest for an
amount equal to the amount the acquiring Tenant in Common would have been entitled to receive if the Tenants in Common had sold
the Property for the Valuation Amount and the Tenants in Common had immediately paid all Property level liabilities and Imputed
Closing Costs and distributed the net proceeds of the sale to the Tenants in Common pursuant to Section 3, in which case, the Closing
Date therefor shall be the date specified in the selling Tenant in Common's notice, and (ii) if the acquiring Tenant in Common
was the Offeror, the non-refundable earnest money deposit for any future election by the acquiring Tenant in Common to buy the
selling Tenant in Common's Interest shall be twenty percent (20%) of the amount the selling Tenant in Common is entitled to receive
for its Interest in connection with such future election.


 




    	 



    	 



    

  


(e)          Closing.
The closing of an acquisition pursuant to this Exhibit E shall be held at the principal place of business of the holder
of the earnest money on a mutually acceptable date (the "Closing Date") not later than sixty (60) days (or, if
the Offeree is the acquiring Tenant in Common, ninety (90) days) after an election has been made or deemed made under clause (c).
As a precondition to the closing, (A) the acquiring Tenant in Common shall work in good faith with the selling Tenant in Common
to remove completely the selling Tenant in Common or any affiliate of the selling Tenant in Common that is a party to any Non-Recourse
Carveout Guaranty (a "Selling TIC Carveout Guarantor") from that Non-Recourse Carveout Guaranty contemporaneously
with the closing, including by means of substituting a replacement for the Selling TIC Carveout Guarantor and (B) to the extent
that the acquiring Tenant in Common and selling Tenant in Common are not able to remove the Selling TIC Carveout Guarantor completely
from the Non-Recourse Carveout Guaranty contemporaneously with the closing, the acquiring Tenant in Common or an affiiiate of the
acquiring Tenant in Common (in either case whose financial strength and creditworthiness shall be reasonably acceptable to the
Selling TIC Carveout Guarantor) shall provide an indemnity to the Selling TIC Carveout Guarantor commensurate with the Selling
TIC Carveout Guarantor's remaining exposure under the Non-Recourse Carveout Guaranty for liabilities and losses that are the result
of the acts or omissions of the acquiring Tenant in Common or any affiliates of the acquiring Tenant in Common; provided, however,
that in any event, the Selling TIC Carveout Guarantor shall remain liable for any liabilities or losses arising under the Non-Recourse
Carveout Guaranty for acts or omissions prior to the closing other than those liabilities or losses caused by the acts or omissions
of the acquiring Tenant in Common or its affiliates ("Prior Acts"), and if the Selling TIC Carveout Guarantor
is removed from the Non-Recourse Carveout Guaranty with respect to Prior Acts, then the Selling TIC Carveout Guarantor shall execute
a backstop indemnity agreement acceptable to the acquiring Tenant in Common and any affiliate of the acquiring Tenant in Common
that is a party to the Non-Recourse Carveout Guaranty (the "Acquiring Indemnitees") indemnifying each of the Acquiring
Indemnitees from liabilities and losses arising from Prior Acts.


 


At such closing, the
following shall occur:


 


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


 


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


 


(f)          Enforcement.
It is expressly agreed that the remedy at law for breach of the obligations of the Tenants
in Common set forth in this Exhibit E is inadequate in view of (i) the complexities and uncertainties in measuring the actual
damage to be sustained by reason of the failure of a Tenant in Common to comply fully with such obligations, and (ii) the uniqueness
of the Tenants in Common relationships. Accordingly and except as provided in clause (a), each of such obligations shall be, and
is hereby expressly made, enforceable by an order of specific performance.