Exhibit 10.10


 


FIRST AMENDMENT TO


LIMITED LIABILITY COMPANY AGREEMENT


OF


BR CARROLL LANSBROOK JV, LLC


 


THIS FIRST AMENDMENT
TO LIMITED LIABILITY COMPANY AGREEMENT (this “First Amendment”) is made as of July 8, 2016 (the “Effective
Date”) by the undersigned Members, constituting the necessary vote, of BR CARROLL LANSBROOK JV, LLC, a Delaware limited
liability company (the “Company”).


 


RECITALS


 


WHEREAS, the Members
are parties to that certain Limited Liability Company Agreement of the Company dated as of February 12, 2014 (as previously amended,
the “Limited Liability Company Agreement”);


 


WHEREAS, in connection
with the refinancing of the existing loan obtained by BR Carroll Lansbrook, LLC, a Delaware limited liability company (“Owner”),
of which the Company is the sole member thereof, the Owner has agreed to enter into certain new loan documents with Walker &
Dunlop, LLC, a Delaware limited liability company.


 


WHEREAS, in accordance
with the terms of the existing Limited Liability Company Agreement and governing law, the Members have agreed to amend the Limited
Liability Company Agreement.


 


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the foregoing recitals and the mutual promises, covenants, and conditions herein contained, the receipt and sufficiency
of which are hereby acknowledged, the Members hereby covenant and agree as follows:


 


		1.	The Limited Liability Company Agreement is hereby amended whereby the current definition of “Loan”
in Section 1 is hereby deleted and restated in its entirety as follows:



 


““Loan”
shall mean the loan in the initial principal amount of $57,190,000.00 made the Lender which is secured by the Property, together
with any supplemental loan obtained from such Lender in connection with the acquisition by the Company or any Subsidiary of the
Company of additional condominium units.”


 




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		2.	The Limited Liability Company Agreement is hereby amended whereby the following definition of “Lender”
shall be added to Section 1 as follows: 



 


“Lender”
shall mean Walker & Dunlop, LLC, a Delaware limited liability company, which shall subsequently assign the Loan to the
Federal National Mortgage Association, otherwise known as Fannie Mae, including its successors and assigns.”


 


		3.	The Limited Liability Company Agreement is hereby amended whereby the following notice address
for Bluerock is added to Section 16.1(a) thereof: “Kaplan Voekler Cunningham & Frank PLC, 1401 East Cary Street, Richmond,
VA 23219, Attn: S. Edward Flanagan, Esq.”



 


		4.	This First Amendment shall be effective as of the Effective
Date.



 


		5.	The defined terms provided herein shall have the same
meanings as set forth in the Limited Liability Company Agreement unless otherwise defined herein.



 


		6.	This First Amendment shall be deemed to amend the Limited
Liability Company Agreement and to the extent of any conflict therewith, supersedes the provisions thereof. All remaining terms
and conditions of the Limited Liability Company Agreement shall otherwise remain in full force and effect, and the Member hereby
ratifies and confirms the Limited Liability Company Agreement, as hereby amended, in all respects.



 


		7.	Any signature may be executed by facsimile which shall
be deemed an original.



 


[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]


 




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IN WITNESS WHEREOF, the undersigned
have executed this First Amendment as of the Effective Date.


 


	MEMBER:	BR LANSBROOK JV MEMBER, LLC,	 
	 	a Delaware limited liability company	 
	 	 	 
	 	By:	BRG Lansbrook, LLC,	 
	 	 	a Delaware limited liability company	 
	 	Its:	Sole Member & Manager	 
	 	 	 	 	 
	 	 	By:	Bluerock Residential Holdings, L.P.,	 
	 	 	 	a Delaware limited partnership,	 
	 	 	 	its sole member	 
	 	 	 	 	 	 
	 	 	 	By:	Bluerock Residential Growth REIT, Inc.,	 
	 	 	 	 	a Maryland corporation,	 
	 	 	 	 	its general partner	 
	 	 	 	 	 	 	 
	 	 	 	 	By:	/s/ Michael L. Konig	 
	 	 	 	 	Name:	Michael L. Konig	 
	 	 	 	 	Title:	Secretary, Chief Operating Officer	 
	 	 	 	 	 	and General Counsel	 


 


[Signature Page of First Amendment to Limited
Liability Company Agreement of


BR Carroll Lansbrook JV, LLC]


 




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	MEMBER:	CARROLL LANSBROOK JV MEMBER, LLC, 
	 	a Georgia limited liability company
	 	 	 
	 	By:	MPC Lansbrook Investmetns, LLC, a Georgia limited liability company, its manager
	 	 	 	 
	 	By:	/s/ Josh Champion	 
	 	Name:	Josh Champion	 
	 	Title:	Vice President 	 


 




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