Exhibit 10.9


 


FIRST AMENDMENT TO


LIMITED LIABILITY COMPANY AGREEMENT


OF


BR CARROLL LANSBROOK, 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 Member, constituting the necessary vote, of BR CARROLL LANSBROOK, LLC, a Delaware limited liability
company (the “Company”).


 


RECITALS


 


WHEREAS, BR Carroll
Lansbrook JV, LLC, a Delaware limited liability company (“Member”), and Bluerock Asset Management LLC, a Delaware
limited liability company, as special member, are parties to that certain Limited Liability Company Agreement of the Company (the
“Limited Liability Company Agreement”);


 


WHEREAS, in connection
with the refinancing of its existing loan, the Company 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 Member has 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 Member hereby covenants and agrees as follows:


 


1.           The
Limited Liability Company Agreement is hereby amended whereby the current Section 1.02(i) is hereby deleted and restated in its
entirety as follows:


 


“(i)          borrow
money or incur indebtedness on behalf of the Company other than unsecured trade payables incurred in the ordinary course of business
which shall (1) not exceed 2% of the of the outstanding balance of the Loan (defined below), (2) be evidenced by a note, and (3)
be paid within 60 days, nor grant consensual liens on the Company’s property; except, however, that the Member is hereby
authorized to secure financing for the Company pursuant to the terms of that certain Consolidated, Amended and Restated Multifamily
Note in the original principal amount of $57,190,000.00 (the “Note”) and other indebtedness expressly permitted
therein or in the documents executed in connection with or as security for such Note, including, without limitation, any supplemental
loan obtained from Lender in connection with the acquisition by the Company of additional condominium units (collectively, the
“Loan”), and to grant a mortgage, lien or liens on the Company’s Property to secure the Loan (the “Mortgage”).


 




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2.           The
Limited Liability Company Agreement is hereby amended whereby the first sentence of the current Section 3.05 is hereby deleted
and restated in its entirety as follows: 


 


“The Company is authorized
to own the Property and to borrow the Loan from Walker & Dunlop, LLC, a Delaware limited liability company (“W&D”),
same to be subsequently assigned to the Federal National Mortgage Association, otherwise known as Fannie Mae (together with W&D
and their successors and assigns, individually and collectively, the “Lender”), and from time to time to refinance
the Loan.”


 


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


 


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


 


5.           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.


 


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


 


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


 


	MEMBER:	BR Carroll Lansbrook JV, LLC,	 
	 	a Delaware limited liability company	 
	 	 	 
	 	By:	BR Lansbrook JV Member, LLC,	 
	 	 	a Delaware limited liability company	 
	 	Its:	Manager	 
	 	 	 	 	 
	 	 	By:	BRG Lansbrook, LLC,	 
	 	 	 	a Delaware limited liability company	 
	 	 	Its:	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, LLC]


 




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