Exhibit 10.4


 


LIMITED LIABILITY COMPANY AGREEMENT
OF


BR CARROLL TENSIDE, LLC


 


THIS LIMITED
LIABILITY COMPANY AGREEMENT of BR CARROLL TENSIDE, LLC, a Delaware limited liability company (the “Company”),
as amended from time to time, (the “Agreement”) is entered into by BR CARROLL TENSIDE JV, LLC, a Delaware limited
liability company, the sole member of the Company (the “Member”).


 


RECITALS


 


A.                    
The Company was formed as a Delaware limited liability company in accordance with the Delaware Limited Liability Company
Act, as amended from time to time (the “Act”).


 


B.                    
The undersigned desires to execute this Agreement to set forth the terms and conditions under which the management, business,
and financial affairs of the Company will be conducted.


 


C.                    
Definitions for this Agreement are set forth in Article XI.


 


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 undersigned party hereby covenants and agrees as follows:


 


 


ARTICLE I


PURPOSE AND POWERS OF COMP ANY


 


1.1             
Purpose. The Company’s business and purpose shall consist solely of (x) the acquisition, ownership, operation, management,
financing and disposition of the multi-family real estate project consisting of an approximately 336-unit multi-family apartment
and retail complex with 17 ground floor retail commercial spaces and located at 1000 Northside Drive NW, Atlanta, Georgia 30318
and commonly known as Tenside Apartments (the “Property”), which will be owned by a Subsidiary and (y) such activities
as are necessary, incidental or appropriate in connection therewith.


 


1.2             
Powers. The Company shall have all powers of a limited liability company formed under the Act and not prohibited
by the Act or this Agreement.


 


1.3             
Title to Company Property. All property owned by the Company shall be owned by the Company as an entity and,
insofar as permitted by applicable law, no Member shall have any ownership interest in any Company property in its individual name
or right, and each Member’s Membership Interest shall be personal property for all purposes.


 


1.4              
Term. This Agreement shall not terminate until the Company is terminated




    	 	 	 



     


    

in accordance with this Agreement.


 


1.5              
Registered Office and Registered Agent. The Company’s initial registered office and initial registered agent
shall be as provided in the Certificate of Formation. The registered office and registered agent may be changed from time to time
by filing the address of the new registered office and/or the name of the new registered agent pursuant to the Act.


 


1.6              
Formation and Authorized Person. On or before execution of this Agreement, an authorized person within the
meaning of the Act shall have duly filed or caused to be filed the Certificate of Formation of the Company with the office of the
Secretary of State of Delaware, as provided in Section 18-201 of the Act, and the Member hereby ratifies such filing. The Member
shall use its best efforts to take such other actions as may be reasonably necessary to perfect and maintain the status of the
Company as a limited liability company under the laws of Delaware. Notwithstanding anything contained herein to the contrary, the
Company shall not do business in any jurisdiction that would jeopardize the limitation on liability afforded to the Member and/or
any subsequent members under the Act or this Agreement.


 


ARTICLE II


MEMBERS


 


2.1              
Initial Member.


 





 (a)            The name, address and initial Membership Interest of the initial Member is as follows:




 


	Name 	 	Membership Interest 
	BR
CARROLL TENSIDE JV, LLC	 	100%
	c/o Bluerock Real Estate, L.L.C.	 	 
	712 Fifth Avenue, 9th Floor	 	 
	New York, NY 10019	 	 





 




    	 	 	 



     


    

 


(b)                
The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to
this Agreement.


 


ARTICLE III


MANAGEMENT BY MEMBER


 


3.1              
In General. The powers of the Company shall be exercised by, or under the authority of, the Member. In addition,
the business and affairs of the Company shall be ·managed under the direction of the Member. Subject to the limitations
set forth in this Agreement, the Member shall be entitled to make all decisions and take all actions for the Company.


 


3.2              
Management by Member. Except as otherwise limited by this Agreement, the Member shall have the power to do
any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all
powers, statutory or otherwise; provided, however, that the Company may, at its election, appoint one or more officers to exercise
its rights under this Agreement. The Member shall be entitled to make all decisions and take all actions for the Company, and the
Member has the authority to bind the Company.


 


3.3              
Required Approval. Any provision in this Agreement that requires the approval of the Members, but does not
specify the particular percentage interests or number of Members required for such approval, shall be interpreted to require the
affirmative vote of the Member holding a majority of the total Membership Interests from time to time, and specifically shall not
be interpreted to require unanimous consent of the Member.


 


3.4              
Action By Member. In exercising the voting or other approval rights as provided herein, the Member may act
through meetings and/or written consents.


 


3.5              
Authorization. The Company shall possess and may exercise all of the powers and privileges granted by the
Act, and the Company is hereby authorized to do any act, enter into any agreement, contract or other instrument, and otherwise
to engage in any activity and to do any action not prohibited under the Act or other applicable law which is necessary, useful,
desirable or convenient to the conduct, promotion and attainment of the business and purposes of the Company.


 


 


ARTICLE IV


 


[INTENTIONALLY OMITTED]




    	 	 	 



     


    

 


ARTICLE V


 


[INTENTIONALLY OMITTED]


 


 


ARTICLE VI


EFFECT OF BANKRUPTCY. DEATH
OR INCOMPETENCY OF A MEMBER


 


6.1            The
bankruptcy, death, dissolution, liquidation, termination or adjudication of incompetency of a Member shall not cause the termination
or dissolution of the Company and the business of the Company shall continue. Upon any such occurrence, the trustee, receiver,
executor, administrator, committee, guardian or conservator of such Member shall have all the rights of such Member for the purpose
of settling or managing its estate or property, subject to satisfying conditions precedent to the admission of such assignee as
a substitute member. The transfer by such trustee, receiver, executor, administrator, committee, guardian or conservator of any
Company Interest shall be subject to all of the restrictions hereunder to which such transfer would have been subject if such transfer
had been made by such bankrupt, deceased, dissolved, liquidated, terminated or incompetent Member. The foregoing shall apply to
the extent permitted by applicable law. Notwithstanding any other provision of the Certificate of Formation or this Agreement,
no member of the Company shall have any right under Section 18-801(b) of the Act to agree in writing to dissolve the Company upon
the bankruptcy of a member of the Company or the occurrence of any event that causes a member of the Company to cease to be a member
of the Company. The existence of the Company as a separate legal entity shall continue until the cancellation of its Certificate
of Formation as provided in the Act.


 


 


ARTICLE VII


CONTRIBUTIONS TO THE COMPANY
AND DISTRIBUTIONS


 


7.1              
Member Capital Contributions. Upon execution of this Agreement, the Member shall contribute as the Member’s
initial Capital Contribution, $100 in cash.


 


7.2              
[Intentionally Omitted]


 


7.3              
Distributions and Allocations. All distributions of cash or other property (except upon the Company’s dissolution,
which shall be governed by the applicable provisions of the Act and Article IX hereof) and all allocations of income, profits,
and loss shall be made 100% to the Member in accordance with its Membership Interest. All amounts withheld pursuant to the Code
or any provisions of state or local tax law with respect to any payment or distribution to the Member from the Company shall be
treated as amounts distributed to the Member pursuant to this Section 7.3. Notwithstanding any provision to the contrary contained
in this Agreement, the Company shall not be required to make a distribution to the Member on account of its interest in the Company
if such distribution would violate Section 18-607 of the Act or any other applicable law.


 




    	 	 	 



     


    

ARTICLE VIII


ASSIGNMENTS AND RESIGNATIONS


 


8.1              
Assignment, Resignation and Admission Generally.


 


(a)                
Assignments. The Member may assign in whole or in part its Membership Interest in the Company. If the Member
transfers all of its Membership Interest pursuant to this Section 8.1, the transferee shall be admitted to the Company as a member
of the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement,
which instrument may be a counterpart signature page to this Agreement. Such admission shall be deemed effective immediately prior
to the transfer and, immediately following such admission, the Member shall cease to be a member of the Company. Notwithstanding
anything in this Agreement to the contrary, any successor to the Member by merger or consolidation shall, without further act,
be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of this Agreement and
the Company shall continue without dissolution.


 


(b)                
Resignation. The Member is permitted to resign. If the Member is permitted to resign pursuant to this Section
8.l(b), an additional member of the Company shall be admitted to the Company upon its execution of an instrument signifying its
agreement to be bound by the terms and conditions of this Agreement, which instrument may be a counterpart signature page to this
Agreement. Such admission shall be deemed effective immediately prior to the resignation and, immediately following such admission,
the resigning Member shall cease to be a member of the Company.


 


(c)                
Admission of Additional Members. One or more additional members may be admitted to the Company with the written
consent of the Member.


 


8.2              
Absolute Prohibition. Notwithstanding any other provision in this Article VIII, the Membership Interest of
the Member, in whole or in part, or any rights to distributions therefrom, shall not be sold, exchanged, conveyed, transferred,
pledged, hypothecated, subjected to a security interest, or otherwise assigned or encumbered, if such action would result in a
violation of federal or state securities laws in the opinion of counsel for the Company.


 


8.3              
Additional Requirements. In addition to all requirements imposed in this Article VIII, any admission of a
member or assignment of a Membership Interest shall be subject to all restrictions relating thereto expressly imposed by the Act.


 


8.4              
Effect of Prohibited Action. Any assignment in violation of this Article VIII shall be, to the fullest extent
permitted by law, void and of no force or effect whatsoever.


 


ARTICLE IX


DISSOLUTION AND TERMINATION


 


9.1              
Dissolution. Subject to the other provisions of this Agreement, the




    	 	 	 



     


    

Company shall be dissolved upon
the first to occur of the following: (a) the termination of the legal existence of the last remaining member of the Company or
the occurrence of any other event which terminates the continued membership of the last remaining member of the Company unless
the Company is continued without dissolution in a manner permitted by this Agreement or the Act or (b) the entry of a decree of
judicial dissolution under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member of
the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than
upon continuation of the Company without dissolution upon (i) an assignment by the Member of all of its Membership Interest and
the admission of the transferee pursuant to Section 8.1, or (ii) the resignation of the Member and the admission of an additional
member of the Company pursuant to Section 8.1), to the fullest extent permitted by law, the personal representative of such member
is hereby authorized to, and shall, within ninety (90) days after the occurrence of the event that terminated the continued membership
of such member in the Company, agree in writing (x) to continue the Company and (y) to admit the personal representative or its
nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that
terminated the continued membership of the last remaining member of the Company.


 


9.2              
Liquidation. Upon its dissolution, the Company shall wind up its affairs and distribute its assets in accordance
with Section 9.4 below and the Act by either or a combination of the following methods as the Member (or the Person carrying out
the liquidation) shall determine:


 


(a)                
selling the Company’s assets and, after the satisfaction of Company liabilities, distributing the net proceeds therefrom
to the Member; and/or


 


(b)                
subject to the satisfaction of Company liabilities, distributing the Company’s assets to the Member in kind, with
the Member accepting an undivided interest in the Company’s assets in satisfaction of its Membership Interest.


 


9.3              
Orderly Liquidation. A reasonable time as determined by the Member (or the Person carrying out the liquidation)
shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to the creditors so
as to minimize any losses attendant upon dissolution.


 


9.4              
Distributions. Upon dissolution, the Company’s assets (including any cash on hand) shall be distributed in
the following order and in accordance with the following priorities:


 


(a)                
first, to the satisfaction of all debts and liabilities of the Company (whether by payment or the making of reasonable
provision for payment thereof) and the expenses of liquidation, including a sales commission to the selling agent, if any; then


 


(b)                
second, to the Member.


 


9.5              
Termination. The Company shall terminate when (i) all of the assets of




    	 	 	 



     


    

the Company, after payment of
or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Member in the manner
provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.
The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided
in the Act.


 


ARTICLE X


MISCELLANEOUS PROVISIONS


 


10.1           
Governing Law. This Agreement shall be construed, enforced, and interpreted in accordance with the laws of
the State of Delaware, without regard to conflicts of law provisions and principles thereof.


 


10.2           
Indemnity. The Company shall indemnify and hold harmless any person who was or is a party to any proceeding,
including any proceeding brought by a member in the right of the Company or brought by or on behalf of any member of the Company,
by reason of the fact that he is or was an officer of the Company, against any liability incurred by him in connection with such
proceedings unless he engaged in willful misconduct or knowing violation of the criminal law or any federal or state securities
laws. Furthermore, in any such proceedings brought by or on behalf of the Company or bought by or on behalf of the members of the
Company, no officer shall be liable to the Company or its members for any monetary damages with respect to any transaction, occurrence,
course of conduct or otherwise, except for liability resulting from such officer’s having engaged in willful misconduct or a knowing
violation of the criminal law or any federal or state securities laws.


 


10.3           
Integrated and Binding Agreement; Amendment. This Agreement contains the entire understanding and agreement
among the parties hereto with respect to the subject matter hereof, and there are no other agreements, understandings, representations
or warranties among the parties hereto other than those set forth herein. This Agreement may be amended only by written agreement
of the Member and only as provided in this Agreement. Notwithstanding any other provision of this Agreement, the parties hereto
agree that this Agreement constitutes a legal, valid and binding agreement, and is enforceable against each of them in accordance
with its terms.


 


10.4           
Construction. Whenever the singular number is used in this Agreement and when required by the context, the
same shall include the plural, and the masculine gender shall include the feminine and neuter genders, and vice versa.


 


10.5           
Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe,
interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.


 


10.6           
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but
all of which shall constitute one and the same instrument.




    	 	 	 



     


    

 


10.7           
Severability. If any provision of this Agreement or the application thereof to any Person or circumstance
shall be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not
be affected and shall be enforceable to the fullest extent permitted by law.


 


10.8           
Notices. All notices under this Agreement shall be in writing and shall be given to the party entitled thereto
by personal service or by mail, posted to the address maintained by the Company for such person or at such other address as he
may specify in writing.


 


10.9           
Rights and Remedies Cumulative; Waivers. The rights and remedies provided by this Agreement are cumulative
and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies, and
are given in addition to any other rights the parties may have by law, statute, ordinance, or otherwise. The failure of any party
to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Agreement shall
not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.


 


10.10       
Heirs. Successors, and Assigns. Each and all of the covenants, terms, provisions, and agreements herein contained
shall be binding upon, and inure to the benefit of, the parties hereto and, to the extent permitted by this Agreement, their respective
heirs, legal representatives, successors, and assigns.


 


10.11       
Partition. Each member agrees that the assets of the Company are not and will not be suitable for partition.
Accordingly, each member hereby irrevocably waives (to the fullest extent permitted by law) any and all rights that he may have,
or may obtain, to maintain any action for partition of any of the assets of the Company.


 


10.12       
Tax Status. It is the intention of the Member that the Company be a disregarded entity for federal income
tax purposes under Section 7701 of the Code and the Treasury Regulations promulgated pursuant thereto.


 


10.13       
Effective Date. Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as of the time
of the filing of the Certificate of Formation with the Office of the Delaware Secretary of State.


 


ARTICLE XI


DEFINITIONS


 


In addition
to any other defined terms herein, the following terms used in this Agreement shall have the following meanings (unless otherwise
expressly provided herein):


 


(a)                
“Affiliate” shall mean any Person controlling or controlled by or under common control with the Company,
including, without limitation (i) any person who has a familial relationship, by blood, marriage or otherwise with any Member or
employee of




    	 	 	 



     


    

the Company, or any Affiliate
thereof and (ii) any Person which receives compensation for administrative, legal or accounting services from the Company, or any
of its Affiliates. For purposes of this definition, “control” when used with respect to any specified Person, means the
power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities,
by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.


 


(b)                
“Bankruptcy” shall mean, with respect to any Person, if such Person (i) makes an assignment for the benefit
of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against
it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization,
arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer
or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of
this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of
all or any substantial part of its properties, or (vii) if 120 days after the commencement of any proceeding against the Person
seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation,
if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person’s consent or acquiescence
of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not
vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition
of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth
in Sections 18-101(1) and 18-304 of the Act.


 


(c)               
“Capital Contribution” shall mean any contribution to the capital of the Company by the Member in cash,
property, or services, or a binding obligation to contribute cash, property, or services, whenever made.


 


(d)               
“Certificate of Formation” shall mean the Certificate of Formation of the Company, as amended and in force
from time to time.


 


(e)               
“Company Interest” shall mean any equity interest in the Company, direct or indirect.


 


(h)             “Code”
shall mean the Internal Revenue Code of 1986, as amended, or corresponding provisions of subsequent superseding federal revenue
laws and the rules and regulations promulgated thereunder.


 


(i)            “Company
shall mean BR CARROLL TENSIDE, LLC.


 


(j)                
“Entity” shall mean any general partnership, limited partnership, limited liability company, corporation, joint
venture, trust, business trust, cooperative, association or other entity.


 


(m)              
“Member” shall mean the Person identified in Article II hereof and includes any Person admitted as an additional
member or a substitute member of the Company




    	 	 	 



     


    

pursuant to the provisions of
this Agreement, each in its capacity as a member of the Company.


 


(n)                
“Membership Interest” shall mean the Member’s limited liability company interest in the Company and the
other rights and obligations with respect thereto as set forth in this Agreement. The Membership Interest is set forth beside the
Member’s name in Article II of this Agreement.


 


(o)                
“Person” shall mean any individual, corporation, partnership, limited liability company, joint venture,
association, joint stock company, trust (including any beneficiary thereof), unincorporated organization, or government or any
agency or political subdivision thereof.


 


(p)                
“Property” is defined in Section 1.1 of this Agreement.


 


(q)                
 




    	 	 	 



     


    

The undersigned
hereby agrees, acknowledges, and certifies that the foregoing constitutes the sole and entire Limited Liability Company Agreement
of the Company.


 





	 	Member:	BR CARROLL TENSIDE JV, LLC, a Delaware limited partnership
	 	 	 
	 	 	By: 	BR
Tenside JV Member, 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 Konig	 
	 	 	 	 	 	 	Name: Michael Konig
Title: Authorized Signatory