Exhibit 10.3


 


LIMITED LIABILITY COMPANY AGREEMENT

OF

BR-TBR WHETSTONE OWNER, LLC


 


This Limited Liability
Company Agreement (together with the schedules attached hereto, this “Agreement”) of BR-TBR WHETSTONE OWNER,
LLC, a Delaware limited liability company (the “Company”), is entered into by BR-TBR WHETSTONE VENTURE, LLC,
a Delaware limited liability company, as the sole member (the “Member”). Capitalized terms used and not otherwise
defined herein have the meanings set forth on Schedule A hereto.


 


The Member, by execution
of this Agreement, hereby forms the Company as a limited liability company pursuant to and in accordance with the Delaware Limited
Liability Company Act (6 Del. C. § 18-101 et
seq.), as amended from time to time (the “Act”), and this Agreement, and the Member hereby agrees as
follows:


 


Section 1.          Name.


 


The name of the limited
liability company formed hereby is BR-TBR Whetstone Owner, LLC.


 


Section 2.          Principal
Business Office.


 


The principal business
office of the Company shall be located at 1575 Northside Drive, Building 100, Suite 200, Atlanta, GA 30318 or such other location
as may hereafter be determined by the Member.


 


Section 3.          Registered
Office.


 


The address of the
registered office of the Company in the State of Delaware is c/o National Registered Agents, Inc., 160 Greentree Drive, Suite 101,
Dover, DE 19904.


 


Section 4.          Registered
Agent.


 


The name and address
of the registered agent of the Company for service of process on the Company in the State of Delaware is National Registered Agents,
Inc., 160 Greentree Drive, Suite 101, Dover, DE 19904.


 


Section 5.          Member.


 


The mailing address
of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a member of the Company
upon its execution of a counterpart signature page to this Agreement.





 




    	 



    	 



    

  


Section 6.          Certificates.


 



Christopher Vohs is
hereby designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the
Certificate of Formation of the Company with the Secretary of State of the State of Delaware. Upon the filing of the Certificate
of Formation with the Secretary of State of the State of Delaware, his powers as an “authorized person” ceased, and
the Member thereupon became the designated “authorized person” and shall continue as the designated “authorized
person” within the meaning of the Act. The Member shall execute, deliver and file any other certificates (and any amendments
and/or restatements thereof) necessary for the Company to qualify to do business in North Carolina and in any other jurisdiction
in which the Company may wish to conduct business. The existence of the Company as a separate legal entity shall continue until
cancellation of the Certificate of Formation as provided in the Act.


 


Section 7.          Purposes.


 


The sole purpose to
be conducted or promoted by the Company is to engage in the following activities: (a) to acquire, own, manage and operate the Property;
(b) to enter into and perform its obligations under the Loan Documents; (c) to refinance the Property in connection with a permitted
repayment of the Loan; and (d) to transact any lawful business permitted to be transacted by limited liability companies organized
under the laws of the State of Delaware that is related or incidental to and necessary, convenient or advisable for the accomplishment
of the above mentioned purposes.


 


Section 8.          Powers.


 


The Company, and the
Member on behalf of the Company, (a) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes
as set forth in Section 7 and (b) shall have and exercise all of the powers and rights conferred upon limited liability
companies formed pursuant to the Act.


 


Section 9.          Management.


 


The business and affairs
of the Company shall be managed by or under the direction of the Member. 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. Subject to Section 7, the Member has the authority to bind the Company.


 


Section 10.        Officers.


 


(a)      Officers.
The Company may have such officers, representatives or agents as are appointed from time to time by the Member (the “Officers”).
The initial Officers are hereby designated by the Member as listed on Schedule C hereto. The additional or successor Officers
shall be chosen by the Member and may consist of a President, a Secretary and a Treasurer. The Member may also choose one or more
Vice Presidents, Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same person. The Member
may appoint such other Officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms
as shall be determined from time to time by the Member. The salaries of all Officers and agents of the Company shall be fixed by
or in the manner prescribed by the Member. The Officers of the Company shall hold office until their successors are chosen and
qualified. Any Officer may be removed at any time, with or without cause, by the Member. Any vacancy occurring in any office of
the Company shall be filled by the Member.


 




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(b)       Powers
of the Officers. Notwithstanding anything else in this Agreement, the Officers shall have the authority to act on behalf of
and bind the Company only to the extent that the Member approves such action in each particular instance. For the sake of
clarity and without limiting the foregoing, the Officers shall not have the power and authority to take any action without the
specific approval or consent of the Member to take such action.


 


(c)       President.
The President shall be the chief executive officer of the Company, shall be responsible for the general and active management of
the business of the Company and, subject to Section 10(b), shall see that all specific orders and resolutions of the Member
are carried into effect. When expressly authorized by the Member, the President or any other Officer authorized by the President
or the Member shall execute all bonds, mortgages and other contracts, except where required or permitted by law or this Agreement
to be otherwise signed and executed.


 


(d)       Vice
President. In the absence of the President or in the event of the President’s inability to act, the Vice President, if
any (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Member, or in the
absence of any designation, then in the order of their election), shall perform the duties of the President expressly authorized
by the Member, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. In accordance
with Section 10(b), the Vice Presidents, if any, shall perform such other duties and have such other powers as the Member
may from time to time prescribe.


 


(e)       Secretary
and Assistant Secretary. The Secretary shall be responsible for filing legal documents and maintaining records for the Company.
The Secretary shall record all the proceedings of the meetings of the Company in a book to be kept for that purpose and shall perform
like duties for the standing committees when required. The Secretary shall give, or shall cause to be given, notice of all meetings
of the Member, if any, and, subject to Section 10(b), shall perform such other duties as may be prescribed by the Member
or the President, under whose supervision the Secretary shall serve. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Member (or if there be no such determination, then in order of their election),
shall, in the absence of the Secretary or in the event of the Secretary’s inability to act, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such other powers as the Member may from time to time
prescribe in accordance with Section 10(b).


 


(f)        Treasurer
and Assistant Treasurer. The Treasurer shall have the custody of the Company funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects
in the name and to the credit of the Company in such depositories as may be designated by the Member. The Treasurer shall disburse
the funds of the Company as may be expressly ordered by the Member, taking proper vouchers for such disbursements, and shall render
to the President and to the Member an account of all of the Treasurer’s transactions and of the financial condition of the
Company. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Member
(or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event
of the Treasurer’s inability to act, perform the duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Member may from time to time prescribe in accordance with Section 10(b).


 




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(g)       Officers
as Agents. The Officers, to the extent their powers are vested in them by specific action of the Member not inconsistent with
this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the Officers taken
in accordance with such powers shall bind the Company.


 


(h)       Duties
of Officers. Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care similar
to that of officers of business corporations organized under the General Corporation Law of the State of Delaware.


 


Section 11.        Limited
Liability.


 


Except as otherwise
expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise,
shall be the debts, obligations and liabilities solely of the Company, and the Member shall not be obligated personally for any
such debt, obligation or liability of the Company solely by reason of being a Member of the Company.


 


Section 12.        Capital
Contributions.


 


The Member has contributed
to the Company property listed on Schedule B attached hereto.


 


Section 13.        Additional
Contributions.


 


The Member is not required
to make any additional capital contribution to the Company. However, the Member may make additional capital contributions to the
Company at any time upon the written consent of such Member. To the extent that the Member makes an additional capital contribution
to the Company, the Member shall revise Schedule B of this Agreement.


 


Section 14.        Allocation
of Profits and Losses.


 


The Company’s
profits and losses shall be allocated to the Member.


 


Section 15.        Distributions.


 


Distributions shall
be made to the Member at the times and in the aggregate amounts determined by the Member. 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 or, until the
Loan is paid in full, any provision of the Loan Documents.


 


Section 16.        Books
and Records.


 


The Officers shall
keep or cause to be kept complete and accurate books of account and records with respect to the Company’s business. The books
of the Company shall at all times be maintained by the Officers. The Member and its duly authorized representatives shall have
the right to examine the Company books, records and documents during normal business hours. The Company’s books of account
shall be kept using the method of accounting determined by the Member. The Company’s independent auditor, if any, shall be
an independent public accounting firm selected by the Member.


 




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Section 17.        Other
Business.


 


The Member and any
Affiliate of the Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every
kind and description, independently or with others notwithstanding any provision to the contrary at law or in equity. The Company
shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.


 


Section 18.        Exculpation
and Indemnification.


 


(a)       Neither
the Member nor any Officer, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Member
(collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, be liable to the
Company or any other Person that is a party to or is otherwise bound by this Agreement for any loss, damage or claim incurred by
reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner
reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered
Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or
willful misconduct.


 


(b)       To
the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any
loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person
in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on
such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss,
damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct
with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 by the
Company shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on
account thereof.


 


(c)       To
the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person defending any claim,
demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such
claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to
repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section
18.


 


(d)      A
Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions,
reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such
other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company,
including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts
pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.


 




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(e)       To
the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto
to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company
or to any other Covered Person for its good faith reliance on the provisions of this Agreement or any approval or authorization
granted by the Company or any other Covered Person. The provisions of this Agreement, to the extent that they restrict or eliminate
the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such
other duties and liabilities of such Covered Person.


 


(f)        The
foregoing provisions of this Section 18 shall survive any termination of this Agreement.


 


Section 19.        Assignments.


 


Subject to any transfer
restrictions contained in the Loan Documents, the Member may assign its limited liability company interest in the Company. If the
Member transfers all of its limited liability company interest in the Company pursuant to this Section 19, 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 transferor
Member shall cease to be a member of the Company.


 


Section 20.        Admission
of Additional Members.


 


One or more additional
members of the Company may be admitted to the Company with the written consent of the Member. Notwithstanding the foregoing, until
the Loan is paid in full, the Company shall only have one member at any time.


 


Section 21.        Dissolution.


 


(a)       The
Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) 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 in the Company unless the Company is continued without dissolution in a
manner permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution of the Company 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, to the fullest extent permitted by law, the personal
representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated
the continued membership of such member in the Company, agree in writing (i) to continue the existence of the Company and (ii)
to the admission of 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
or the Member in the Company.


 




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(b)      Notwithstanding
any other provision of this Agreement, the Bankruptcy of the Member or any additional member shall not cause the Member or additional
member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue
without dissolution.


 


(c)       In
the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the
sale of the assets and property of the Company in an orderly manner), and the assets and property of the Company shall be applied
in the manner, and in the order of priority, set forth in Section 18-804 of the Act.


 


(d)      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.


 


Section 22.        No
Third-Party Rights.


 


Nothing in this Agreement
shall be deemed to create any right in any Person (other than Covered Persons) not a party hereto, and this Agreement shall not
be construed in any respect to be a contract in whole or in part for the benefit of any third Person.


 


Section 23.        Severability
of Provisions.


 


Each provision of this
Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid,
unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the
operation of or affect those portions of this Agreement which are valid, enforceable and legal.


 


Section 24.        Entire
Agreement.


 


This Agreement constitutes
the entire agreement of the parties with respect to the subject matter hereof.


 


Section 25.        Governing
Law.


 


This Agreement shall
be governed by and construed under the laws of the State of Delaware (without regard to conflict of laws principles), all rights
and remedies being governed by said laws.


 


Section 26.        Amendments.


 


This Agreement may
be modified, altered, supplemented or amended pursuant to a written agreement executed and delivered by the Member.


 


Section 27.        Counterparts.


 




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This Agreement may
be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together
shall constitute one and the same instrument.


 


Section 28.        Notices.


 


Any notices required
to be delivered hereunder shall be in writing and personally delivered, mailed or sent by telecopy, electronic mail or other similar
form of rapid transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the Company, to the Company
at its address in Section 2, (b) in the case of the Member, to the Member at its address as listed on Schedule B
attached hereto and (c) in the case of either of the foregoing, at such other address as may be designated by written notice to
the other party.


 


Section 29.        Effectiveness.


 


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 on April 10, 2015.


 




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IN WITNESS WHEREOF,
the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the 20th
day of May, 2015.


 





	 	MEMBER:
	 	 
	 	BR-TBR WHETSTONE VENTURE, LLC, a Delaware limited liability company


 


	 	By:	BR WHETSTONE MEMBER, LLC, a Delaware limited liability company, its co-Manager


 


	 	 	By:	Bluerock Special Opportunity + Income Fund III, LLC, a Delaware limited liability company, its Manager






 


	 	 	By:	BR SOIF III Manager, LLC, a Delaware limited liability company, its Manager


 


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



 


	 	By:	TRIBRIDGE CO-INVEST 27, LLC, a Georgia limited liability company, its co-Manager






 


	 	 	By:	TriBridge Investments II, LLC,
	 	 	 a Georgia limited liability company,
	 	 	its Managing Member



 


	 	 	By:	/s/ Robert West
	 	 	Name:	Robert West
	 	 	Its:	Authorized Signatory


 




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SCHEDULE A


 


Definitions


A.           Definitions


 


When used in this Agreement,
the following terms not otherwise defined herein have the following meanings:


 


“Affiliate”
means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect
common Control with such Person.


 


“Agreement”
means this Limited Liability Company Agreement of the Company, together with the schedules attached hereto, as amended, restated
or supplemented or otherwise modified from time to time.


 


“Bankruptcy”
means, 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 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.


 


“Certificate
of Formation” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware,
as amended or amended and restated from time to time.


 


“Company”
means BR-TBR Whetstone Owner, LLC, a Delaware limited liability company.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ownership of voting securities or general partnership or managing member interests, by contract or
otherwise. “Controlling” and “Controlled” shall have correlative meanings. Without limiting the generality
of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, a majority of
the ownership interests.


 




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“Lender”
means KeyBank National Association, and its successors and assigns of the Loan.


 


“Loan”
has the meaning assigned to that term in the Loan Agreement.


 


“Loan Agreement”
means that certain Loan Agreement dated as of May 20, 2015 by and between Lender and the Company, as amended, restated, supplemented
or otherwise modified from time to time.


 


“Loan Documents”
has the meaning assigned to that term in the Loan Agreement.


 


“Member”
means BR-TBR Whetstone Venture, LLC, a Delaware limited liability company, as the initial member of the Company, and includes any
Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this
Agreement, each in its capacity as a member of the Company.


 


“Officers”
means the officers, representatives or agents appointed from time to time by the Member pursuant to Section 10(a).


 


“Person”
means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association,
joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental
authority.


 


“Property”
has the meaning assigned to that term in the Loan Agreement.


 


B.            Rules
of Construction


 


Definitions in this
Agreement apply equally to both the singular and plural forms of the defined terms. The words “include” and “including”
shall be deemed to be followed by the phrase “without limitation.” The terms “herein,” “hereof”
and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section,
paragraph or subdivision. The Section titles appear as a matter of convenience only and shall not affect the interpretation of
this Agreement. All Section, paragraph, clause, Exhibit or Schedule references not attributed to a particular document shall be
references to such parts of this Agreement.


  




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SCHEDULE B


 


Member


 


	Name	 	Mailing Address	 	Capital Contribution	 	 	Membership
 Interest	 
	BR-TBR

 Whetstone

 Venture, LLC	 	1575 Northside Drive, 

Building 100, Suite 200,

Atlanta, GA 30318	 	$	13,435,208.16	 	 	 	100	%



 




    	 



    	 



    

 


SCHEDULE C


 


	OFFICERS	 	TITLE
	 	 	 
	Jordan Ruddy	 	President
	Christopher Vohs	 	Treasurer
	Michael Konig	 	Secretary
	James Babb	 	Vice President
	James Schroder	 	Vice President
	Bobby West	 	Vice President
	Lee Walker	 	Vice President