Exhibit 10.1

LIMITED LIABILITY COMPANY AGREEMENT OF

BRG TENSIDE, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT of BRG TENSIDE, LLC, a Delaware limited liability company (the “ Company ”), as amended from time to time, (the “ Agreement ”) is entered into by Bluerock Residential Holdings, LP, a Delaware limited partnership, 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, (y) the ownership and management of one or more Subsidiaries in connection with the Property and (z) 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:

(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 Allocation s. 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 BRG 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)              “Subsidiary” shall mean any Entity in which the Company owns, directly or indirectly, a membership or other equity interest equal to 50% or more of the outstanding equity in that Entity.

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

Exhibit 10.2

LIMITED LIABILITY COMPANY AGREEMENT OF

BR TENSIDE JV MEMBER, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT of BR TENSIDE JV MEMBER, LLC, a Delaware limited liability company (the “ Company ”), as amended from time to time, (the “ Agreement ”) is entered into by BRG Tenside, LLC, a Delaware limited liability company, the sole member and manager of the Company (the “ Member ”), and Bluerock Asset Management LLC, a Delaware limited liability company (“ BAM ”), as a Special Member (the “ Special 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, (y) the ownership and management of one or more Subsidiaries in connection with the Property, and (z) 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 Manager hereby ratifies such filing. The Manager 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 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:

(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.

2.2             Special Member . Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (a) an assignment by the Member of all of its Membership Interest and the admission of the transferee pursuant to Section 8.1 below, or (b) the resignation of the Member and the admission of an additional member of the Company pursuant to Section 8.1 below), BAM as the Special Member shall, without any action of such Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless a successor Special Member has been approved in writing by Lender and has been admitted to the Company as Special Member by executing a counterpart to this Agreement; provided, however, a Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute member. A Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a Membership Interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, a Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, the Person acting as a Special Member shall execute a counterpart to this Agreement. Prior to admission to the Company as Special Member, no Person executing this Agreement as a Special Member shall be a member of the Company.

ARTICLE III

MANAGEMENT

3.1                Initial Manager . The initial Manager shall be the Member.

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

3.3                Management by Manager . Except as otherwise limited by this Agreement, the Manager 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 Manager shall be entitled to make all decisions and take all actions for the Company, and the Manager has the authority to bind the Company.

3.4                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 members

holding a majority of the total Membership Interests from time to time, and specifically shall not be interpreted to require unanimous consent of the members.

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

3.6                Term of Manager . The Manager shall serve until the Member’s withdrawal from the Company. At such time any existing or new Members may elect a new Manager through vote of the Members then owning more than 50% in Membership Interests.

3.7                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                Distributions and Allocation s. 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 members in accordance with their 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 members from the Company shall be treated as amounts distributed to the members pursuant to this Section 7.2. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the members on account of their 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 . A member may assign in whole or in part its Membership Interest in the Company. If a 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, such member shall cease to be a member of the Company. Notwithstanding anything in this Agreement to the contrary, any successor to a member by merger or consolidation shall, without further act, be a 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 . A member is permitted to resign. If a 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 Manager.

8.2                Absolute Prohibition . Notwithstanding any other provision in this Article VIII, the Membership Interest of a 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 Manager to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon an assignment by the Manager of all of its Membership Interest and the admission of the transferee 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 Manager (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 members; and/or

(b)                  subject to the satisfaction of Company liabilities, distributing the Company’s assets to the members in kind in satisfaction of their Membership Interests.

9.3                Orderly Liquidation . A reasonable time as determined by the Manager (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 members.

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 members 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 a Manager or 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 Manager or 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 Manager’s or 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 Manager 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 Manager 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 TENSIDE JV MEMBER, LLC.

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

(k)                “Lender” shall mean Walker & Dunlop, LLC and its successors and assigns.

(l)                  “Manager” shall mean BRG Tenside, LLC or any entity or individual subsequently elected as manager pursuant to Section 3.6 of this Agreement.

(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.

(m)                “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.

(n)                  “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.

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

(p)                  “Special Member” shall mean, upon such Person’s admission to the Company as a member of the Company, each of the Persons bound by this Agreement as Special Member in such Person’s capacity as a member of the Company. A Special Member shall only have the rights and duties expressly set forth in this Agreement.

(q)                  “Subsidiary” shall mean any Entity in which the Company owns, directly or indirectly, a membership or other equity interest equal to 50% or more of the outstanding equity in that Entity.

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

Exhibit 10.3

LIMITED LIABILITY COMPANY AGREEMENT

OF

BR CARROLL TENSIDE JV, LLC

A DELAWARE LIMITED LIABILITY COMPANY

DATED AS OF JULY 14, 2016

LIMITED LIABILITY COMPANY AGREEMENT

OF

BR CARROLL TENSIDE JV, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT of BR CARROLL TENSIDE JV, LLC (“ JV ” or “ Company ”) is made and entered into and is effective as of July 14, 2016, by and between BR Tenside JV Member, LLC, a Delaware limited liability company (“ Bluerock ”) and Carroll Co-Invest IV Tenside, LLC , a Georgia limited liability company (“ Carroll ”) (this “ Agreement ”). Capitalized terms used herein shall have the meanings ascribed to such terms in this Agreement.

Effective as of July 14, 2016, the Members, by execution of this Agreement, hereby form 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 Members hereby agree as follows:

Section 1.                 Definitions . As used in this Agreement:

“ Act ” shall mean the Delaware Limited Liability Company Act (currently Chapter 18 of Title 6 of the Delaware Code), as amended from time to time.

“ Adjusted Capital Account Deficit ” shall mean, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the applicable Fiscal Year after (i) crediting such Capital Account with any amounts which such Member is deemed to be obligated to restore pursuant to Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), and (ii) debiting such Capital Account by the amount of the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6). The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“ Advisor ” shall mean any accountant, attorney or other advisor retained by a Member.

“ Affiliate ” shall mean with respect to any Person (i) more than ten percent (10%) of the issued and outstanding stock of which, or more than ten percent (10%) of the ownership interests of which, is owned, directly or indirectly, by a Person, including a Member, (ii) that now or hereafter owns, directly or indirectly, more than a ten percent (10%) ownership interest in a Person, including the Company or in any Member, (iii) any agent, trustee, officer, director, employee, partner, member, manager or shareholder or member of the family of such Person (or any member of the family of any such agent, trustee, officer, director, employee, partner, member, manager or shareholder) or (iv) any corporation, partnership, limited liability company, trust or other entity that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. The term “family” shall be

deemed to include spouses, children, parents, brothers and sisters, and the spouse, children, parents, brothers and sisters of such spouse’s children, parents, brothers and sisters.

“ Agreed Upon Value ” shall mean the fair market value (net of any debt) agreed upon pursuant to a written agreement between the Members of property contributed by a Member to the capital of the Company, which shall for all purposes hereunder be deemed to be the amount of the Capital Contribution applicable to such property contributed.

“ Agreement ” shall mean this Limited Liability Company Agreement, as amended from time to time.

“ Annual Business Plan ” shall mean, with respect to the Property, the business plan for a Fiscal Year of the Company prepared by Property Manager and approved by the Members as further described in Section 9.3 .

“ Applicable Adjustment Percentage ” shall have the meaning set forth in Section 5.2(b)(3) .

“ Asset Management Fee ” shall have the meaning set forth in Section 9.7(b).

“ Backstop Agreement ” shall mean that certain agreement providing for the allocation of liability and contribution for losses arising from any “bad boy” guaranties constituting part of the Loan Documents.

“ Bankruptcy Code ” shall mean Title 11 of the United States Code, as amended or any other applicable bankruptcy or insolvency statute or similar law.

“ Bankruptcy/Dissolution Event ” shall mean, with respect to the affected party, (i) the entry of an Order for Relief under the Bankruptcy Code, (ii) the admission by such party of its inability to pay its debts as they mature, (iii) the making by it of an assignment for the benefit of creditors generally, (iv) the filing by it of a petition in bankruptcy or a petition for relief under the Bankruptcy Code or any other applicable federal or state bankruptcy or insolvency statute or any similar law, (v) the expiration of sixty (60) days after the filing of an involuntary petition under the Bankruptcy Code without such petition being vacated, set aside or stayed during such period, (vi) an application by such party for the appointment of a receiver for the assets of such party, (vii) an involuntary petition seeking liquidation, reorganization, arrangement or readjustment of its debts under any other federal or state insolvency law, provided that the same shall not have been vacated, set aside or stayed within sixty (60) days after filing, (viii) the imposition of a judicial or statutory lien on all or a substantial part of its assets unless such lien is discharged or vacated or the enforcement thereof stayed within sixty (60) days after its effective date, (ix) an inability to meet its financial obligations as they accrue, or (x) a dissolution or liquidation.

“ Beneficial Owner ” shall have the meaning provided in Section 5.7 .

“ Bluerock ” shall have the meaning provided in the first paragraph of this Agreement.

“ Bluerock Transferee ” shall have the meaning set forth in Section 12.2(b)(2) .

“ BR Affiliate ” shall have the meaning provided in Section 9.8(a) .

“ BR REIT ” shall mean Bluerock Residential Growth REIT, Inc., a Maryland corporation.

“ BR Growth ” shall mean Bluerock Growth Fund, LLC, a Delaware limited liability company.

“ BR Growth II ” shall mean Bluerock Growth Fund II, LLC, a Delaware limited liability company.

“ BR SOIF II ” shall mean Bluerock Special Opportunity + Income Fund II, LLC, a Delaware limited liability company.

“ BR SOIF III ” shall mean Bluerock Special Opportunity + Income Fund III, LLC, a Delaware limited liability company.

“ Capital Account ” shall have the meaning provided in Section 5.6 .

“ Capital Contribution ” shall mean, with respect to any Member, the aggregate amount of (i) cash, and (ii) the Agreed Upon Value of other property contributed by such Member to the capital of the Company net of any liability secured by such property that the Company assumes or takes subject to.

“ Carroll ” shall have the meaning provided in the first paragraph of this Agreement.

“ Carroll Parent ” shall mean MPC Partnership Holdings LLC, a Georgia limited liability company.

“ Carroll Change Event ” shall mean (i) gross negligence, willful misconduct, fraud or bad faith by Carroll or any of its Affiliates in connection with or relating to the Company or the Property; (ii) a Bankruptcy/Dissolution Event shall have occurred with respect to Carroll or Property Manager; or (iii) failure to satisfy the Carroll Ownership/Control Requirement.

“ Carroll Ownership/Control Requirement ” as of any particular date means that each of the following conditions is satisfied: (i) at least one of the Key Individuals is not then dead, insane as determined by a qualified physician, incapacitated as determined by a qualified physician, or the subject of a Bankruptcy/Dissolution Event; and (ii) at least one of the Key Individuals is actively involved in the operation and management of (a) Carroll or Carroll Parent and (b) CMG.

“ Carroll Transferee ” shall have the meaning set forth in Section 12.2(b)(1) .

“ Cash Flow ” shall mean, for any period for which Cash Flow is being calculated, gross cash receipts of the Company (but excluding Capital Contributions), less the following payments and expenditures: (i) all payments of operating expenses of the Company (or the Subsidiary owning the Property), (ii) all payments of principal of, interest on and any other amounts due with respect to indebtedness, leases or other commitments or obligations of the

Company (or the Subsidiary owning the Property) (including on loans by Members to the Company), (iii) all sums expended by the Company (or any Subsidiary owning the Property) for capital expenditures, (iv) all prepaid expenses of the Company (or any Subsidiary owning the Property), and (v) all sums expended by the Company (or any Subsidiary owning the Property) which are otherwise capitalized.

“ Cause ” shall mean gross negligence, willful misconduct, fraud, bad faith or a Bankruptcy/Dissolution Event, or a termination of the Management Agreement by or at the behest of a third-party lender under an applicable Collateral Agreement.

“ Certificate of Formation ” shall mean the Certificate of Formation of the Company, as amended from time to time.

“ CMG ” shall mean Carroll Management Group, LLC, a Georgia limited liability company.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time, including the corresponding provisions of any successor law.

“ Collateral Agreement ” shall mean any agreement, instrument, document or covenant concurrently or hereafter made or entered into under, pursuant to, or in connection with this Agreement and any certifications made in connection therewith or amendment or amendments made at any time or times heretofore or hereafter to any of the same (including, without limitation, the Management Agreement and the Cost Sharing Agreement).

“ Company ” shall mean BR Carroll Tenside JV, LLC, a Delaware limited liability company organized under the Act.

“ Company Minimum Gain ” shall have the meaning given to the term “partnership minimum gain” in Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

“ Confidential Information ” shall have the meaning provided in Section 10.01 .

“ Contract Sales Price ” shall mean the gross purchase price provided in the purchase and sale agreement (or similar purchase document) for a consummated Sale, as amended.

“ Controllable Expenses ” shall mean all expenses, other than Uncontrollable Expenses, incurred by the Company or any Subsidiary of the Company with respect to the Property.

“ Cost Sharing Agreement ” shall mean the Agreement Regarding Purchase and Sale Contract & Acquisition Loan Fees and Deposits, dated June 6, 2016 by and between Bluerock Residential Holdings, L.P. and Carroll Acquisitions, LLC with respect to the Property.

“ Default Amount ” shall have the meaning provided in Section 5.2(b) .

“ Default Loan ” shall have the meaning provided in Section 5.2(b)(1) .

“ Default Loan Rate ” shall have the meaning provided in Section 5.2(b)(1) .

“ Defaulting Member ” shall have the meaning provided in Section 5.2(b) .

“ Delaware UCC ” shall mean the Uniform Commercial Code as in effect in the State of Delaware from time to time.

“ Dissolution Event ” shall have the meaning provided in Section 13.2 .

“ Distributable Funds ” with respect to any month or other period, as applicable, shall mean an amount equal to the Cash Flow of the Company for such month or other period, as applicable, as reduced by reserves for anticipated capital expenditures, future working capital needs and operating expenses, contingent obligations and other purposes of the Company or any Subsidiary, selling expenses associated with a Sale (including, without limitation, brokerage expenses), the amounts of which shall be reasonably determined from time to time by the Management Committee.

“ Distributions ” shall mean the distributions payable (or deemed payable) to a Member (including, without limitation, its allocable portion of Distributable Funds).

“ Emergency Expenditure ” shall have the meaning provided in the Management Agreement.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ Fiscal Year ” shall mean each calendar year ending December 31.

“ First Tier Preferred Return ” shall mean, with regard to any and all Capital Contributions made by a Member an Internal Rate of Return equal to eight percent (8%). The First Tier Preferred Return shall be calculated from the date that any such Capital Contributions are made including, in the case of any amounts funded pursuant to the Cost Sharing Agreement, the date such amounts are actually funded under the Cost Sharing Agreement.

“ Flow Through Entity ” shall have the meaning provided in Section 5.7 .

“ Foreign Corrupt Practices Act ” shall mean the Foreign Corrupt Practices Act of the United States, 15 U.S.C. Sections 78a, 78m, 78dd-1, 78dd-2, 78dd-3, and 78ff, as amended, if applicable, or any similar law of the jurisdiction where the Property is located or where the Company or any of its Subsidiaries transacts business or any other jurisdiction, if applicable.

“ Imputed Closing Costs ” means an amount (not to exceed one and one quarter percent (1.25%) of the purchase price) that would normally be incurred by the Company or a Subsidiary if the Property were sold for an amount specified in Section 15.1 or Section 15.2 (as applicable), for title insurance premiums, survey costs, brokerage commissions, legal fees, and other commercially reasonable closing costs.

“ Income ” shall mean the gross income of the Company for any month, Fiscal Year or other period, as applicable, including gains realized on the sale, exchange or other disposition of the Company’s assets.

“ Indemnified Party ” shall have the meaning provided in Section 14.4(a) .

“ Indemnifying Party ” shall have the meaning provided in Section 14.4(a) .

“ Inducement Agreements ” shall have the meaning provided in Section 14.4(a) .

“ Initial Business Plan ” shall have the meaning provided in Section 9.3(a) .

“ Initiating Member ” shall have the meaning provided in Section 15.2(a) .

“ Interest ” of any Member shall mean the entire limited liability company interest of such Member in the Company, which includes, without limitation, any and all rights, powers and benefits accorded a Member under this Agreement and the duties and obligations of such Member hereunder.

“ Internal Rate of Return ” and “ IRR ” shall mean, as of any date, the internal rate of return on the Total Investment of a Member to such date, calculated to be that discount rate (expressed on a percent per annum basis) which, when divided by twelve (12), compounded annually and applied to such Total Investment and the corresponding Distributions with respect thereto, causes the net present value, as of such date, of such Distributions and Total Investment to equal zero (calculated with the “XIRR” function in Microsoft Excel and using the latest version of Microsoft Excel available as of the date hereof). For this purpose, Capital Contributions and Distributions shall be assumed to have occurred as of the end of the month in which such Capital Contribution or Distribution takes place. For purposes of determining the Internal Rates of Return hereunder, calculations shall be denominated and calculated in US Dollars.

“ Key Individual ” shall mean each of Patrick Carroll and Joshua Champion.

“ Loan ” shall mean the acquisition loan in the initial principal amount of Fifty Two Million One Hundred Fifty Thousand Dollars ($52,150,000) originally made by Walker & Dunlop, LLC, which is secured by the Property.

“ Loss ” shall mean the aggregate of losses, deductions and expenses of the Company for any month, Fiscal Year or other period, as applicable, including losses realized on the sale, exchange or other disposition of the Company’s assets.

“ Major Decision ” means any decision for the Company to take, or refrain from taking, any action or incurring any obligation with respect to the following matters (or the effectuation of any such action or obligation):

subject to the terms of the Management Agreement and (B) in the event of a default by CMG under the Management Agreement, which default is not cured in any available cure period, only Bluerock shall be authorized to take any action with respect to any remedies on behalf of the Company or any Subsidiary, including the right to terminate the Management Agreement, and to solicit bids for, and enter into any replacement Management Agreement with, any replacement manager thereunder;

“ Management Agreement ” shall mean that certain property management agreement attached hereto as Exhibit C to be entered into between the Company (or any Subsidiary of the Company), as owner, and Property Manager, as manager, pursuant to which Property Manager will provide certain management services for the Property.

“ Management Committee ” shall have the meaning provided in Section 9.2(a) .

“ Manager ” shall have the meaning provided in Section 9.1(a) .

“ Material Deviation ” shall have the meaning provided in Section 9.3(f) .

“ Member ” and “ Members ” shall mean Bluerock, Carroll and any other Person admitted to the Company pursuant to this Agreement. For purposes of the Act, the Members shall constitute a single class or group of members.

“ Member in Question ” shall have the meaning provided in Section 16.12 .

“ Member Minimum Gain ” shall mean an amount, determined in accordance with Regulations Section 1.704-2(i)(3) with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability.

“ Member Nonrecourse Debt ” shall have the meaning given the term “partner nonrecourse debt” in Regulations Section 1.704-2(b)(4).

“ Member Nonrecourse Deductions ” shall have the meaning given the term “partner nonrecourse deductions” in Regulations Section 1.704-2(i).

“ Net Income ” shall mean the amount, if any, by which Income for any period exceeds Loss for such period.

“ Net Loss ” shall mean the amount, if any, by which Loss for any period exceeds Income for such period.

“ New York UCC ” shall have the meaning set forth in Section 16.17 .

“ Non-Initiating Member ” shall have the meaning provided in Section 15.2(a) .

“ Nonrecourse Deduction ” shall have the meaning given such term in Regulations Section 1.704-2(b)(1).

“ Nonrecourse Liability ” shall have the meaning given such term in Regulations Section 1.704-2(b)(3).

“ Offer ” shall have the meaning provided in Section 15.2(a) .

“ Offeror ” shall have the meaning provided in Section 15.1(b) .

“ Offeree ” shall have the meaning provided in Section 15.1(b) .

“ Oversight Fee ” shall have the meaning provided in Section 9.7(b).

“ Owner ” shall mean BR Carroll Tenside, LLC.

“ Ownership Entity ” shall have the meaning provided in Section 15.2(a) .

“ Percentage Interest ” shall have the meaning provided in Section 5.3 .

“ Person ” shall mean any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other legal entity.

“ Property ” shall have the meaning provided in Section 3 .

“ Property Management Fee ” shall have the meaning provided in Section 9.7(b) .

“ Property Manager ” shall mean CMG so long as the initial Management Agreement is in full force and effect and, thereafter, the entity performing similar services for the Company (or any Subsidiary that owns the Property) with respect to the Property.

“ Property Manager Reports ” shall have the meaning set forth in Section 8.2(c) .

“ Protective Capital Call ” shall mean a Capital Call necessary or advisable to (a) protect the Company’s (or any Subsidiary’s) interest in the Property (e.g., payment of taxes,

repair of the Property following uninsured damage thereto, payment of insurance premiums, etc.); (b) to prevent a default with respect to any financing obtained by the Company or any Subsidiary (e.g., payment of debt service following an operating shortfall, reserves required by the lender, a reduction in principal required by the lender to meet loan to value requirements); or (c) funds required to refinance the Property when the current financing has matured or will mature in the near future (e.g., commitment fees, loan application fees, equity infusions to meet market loan to value requirements, etc.).

“ Purchase Agreement ” means that certain Agreement of Purchase and Sale, dated May 25, 2016, by and between Seller and Carroll Acquisitions, LLC.

“ Pursuer ” shall have the meaning provided in Section 10.3 .

“ Regulations ” shall mean the Treasury Regulations promulgated pursuant to the Code, as amended from time to time, including the corresponding provisions of any successor regulations.

“ Reimbursable Expenses ” shall have the meaning provided in the Management Agreement.

“ REIT ” shall mean a real estate investment trust as defined in Code Section 856.

“ REIT Member ” shall mean any Member, if such Member is a REIT or a direct or indirect subsidiary of a REIT.

“ REIT Requirements ” shall mean the requirements for qualifying as a REIT under the Code and Regulations.

“ Representatives ” shall have the meaning provided in Section 9.2(a) .

“ Response Period ” shall have the meaning provided in Section 15.2(b) .

“ Sale ” shall mean a bona fide sale of the Property, or all of the membership interest in any Subsidiary holding title to the Property, by the Company or any Subsidiary, as applicable, or similar transfer for value, to a third party, or parties not Affiliated with any Member.

“ Sale Notice ” shall have the meaning provided in Section 15.2(a) .

“ Second Tier Preferred Return ” shall mean, with regard to any and all Capital Contributions made by a Member, the greater of (a) an Internal Rate of Return equal to seventeen and one-half percent (17.5%) or (b) a return on such capital contributions equal to a 1.75 multiple thereof. The Second Tier Preferred Return shall be calculated from the date that any such Capital Contributions are made including, in the case of any amounts funded pursuant to the Cost Sharing Agreement, the date such amounts are actually funded under the Cost Sharing Agreement.

“ Securities Act ” shall mean the Securities Act of 1933, as amended.

“ Seller ” shall mean Waterton Tenside Owner, L.L.C., a Delaware limited liability company.

“ SOIFs” shall mean, collectively, BR SOIF II and BR SOIF III.

“ Subsidiary ” shall mean, with respect to any Person, any corporation, partnership, limited liability company or other entity of which at least a majority of the capital stock or other equity securities is owned by such Person.

“ Tax Matters Member ” shall have the meaning provided in Section 8.3 .

“ Total Investment ” shall mean the sum of the aggregate Capital Contributions made by a Member.

“ Transfer ” means, as a noun, any transfer, sale, assignment, exchange, charge, pledge, gift, hypothecation, conveyance, encumbrance or other disposition, voluntary or involuntary, by operation of law or otherwise and, as a verb, voluntarily or involuntarily, by operation of law or otherwise, to transfer, sell, assign, exchange, charge, pledge, give, hypothecate, convey, encumber or otherwise dispose of.

“ Uncontrollable Expenses ” shall mean the following expenses with respect to the Company, Subsidiary or Property: taxes and insurance; licenses; utilities; unanticipated material repairs that are essential to preserve or protect the Property; debt service; and costs due to a change in law.

“ Valuation Amount ” shall have the meaning provided in Section 15.1(b) .

Section 2.                 Organization of the Company .

2.1               Name . The name of the Company shall be “ BR Carroll Tenside JV, LLC ”. The business and affairs of the Company shall be conducted under such name or such other name as the Members deem necessary or appropriate to comply with the requirements of law in any jurisdiction in which the Company may elect to do business.

2.2               Place of Registered Office; Registered Agent . The address of the registered office of the Company in the State of Delaware is 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The name and address of the registered agent for service of process on the Company in the State of Delaware is National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The Management Committee may at any time on five (5) days prior notice to all Members change the location of the Company’s registered office or change the registered agent.

2.3               Principal Office . The principal address of the Company shall be c/o Bluerock Real Estate, L.L.C., 712 Fifth Avenue, 9 ^th Floor, New York, New York 10019 and the principal office of Property Manager shall be c/o Carroll Organization, LLC, 3340 Peachtree Road, Suite 1620, Atlanta, Georgia 30326, or, in each case, at such other place or places as may be determined by the Management Committee from time to time.

2.4               Filings . 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 Members hereby ratify such filing. The Manager 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 Members under the Act or this Agreement.

2.5               Term . The Company shall continue in existence from the date hereof until December 31, 2065, unless extended by the Members, or until the Company is dissolved as provided in Section 13 , whichever shall occur earlier.

2.6               Expenses of the Company . Other than the reimbursement of costs and expenses as provided herein and the fees described in Section 9.7 , no fees, costs or expenses shall be payable by the Company to any Member (or its Affiliates).

Section 3.                 Purpose .

The purpose of the Company, subject in each case to the terms hereof, shall be to engage, directly or through a Subsidiary, in the business of acquiring, owning, operating, developing, renovating, repositioning, managing, leasing, selling, financing and refinancing the real estate and any real estate related investments (or portions thereof) consisting of an approximately 336-unit multi-family apartment and retail complex with 17 ground floor retail commercial spaces located at 1000 Northside Drive NW, Atlanta Georgia 30318 and to be hereafter commonly known as Tenside Apartments, which will be owned by the Company or a Subsidiary of the Company (any property acquired as aforesaid shall hereinafter be referred to as the “ Property ”), and all other activities reasonably necessary to carry out such purpose.

Section 4.                 Conditions .

4.1               Bluerock Conditions . The obligation of Bluerock to consummate the transactions contemplated herein and to make the initial Capital Contributions under Section 5.1 is subject to fulfillment of all of the following conditions on or prior to the closing date under the Purchase Agreement for the Property:

(a)                 Subject to the terms of the Cost Sharing Agreement, Carroll shall deposit in the Company’s bank account or the designated escrow account of Chicago Title Insurance Company (“ Title Company ”) the aggregate amount of its initial Capital Contribution set forth on Exhibit A hereto;

(b)                The Purchase Agreement for the Property shall have been assigned to the Company (or a Subsidiary of the Company);

(c)                 The Cost Sharing Agreement has been executed and Carroll and its affiliates are in full compliance with the terms thereof;

(d)                The Management Agreement shall have been executed by the Company (or a Subsidiary of the Company) and Property Manager;

(e)                 All of the representations and warranties of Carroll and Property Manager contained in this Agreement and the Collateral Agreements shall be true and correct as of the date hereof;

(f)                 The Company (or a Subsidiary of the Company) shall have borrowed (or be concurrently borrowing) the Loan, as contemplated by the loan documents (the “ Loan Documents ”); and

(g)                The form of Backstop Agreement shall have been approved by, and executed by, the applicable parties and delivered to Bluerock.

4.2               Carroll Conditions . The obligation of Carroll to consummate the transactions contemplated herein and to make the initial Capital Contributions under Section 5.1 is subject to fulfillment of all of the following conditions on or prior to the closing date under the Purchase Agreement for the Property:

(a)                 Subject to the terms of the Cost Sharing Agreement, Bluerock shall deposit into the Company’s bank account or Title Company’s designated escrow account the amount of its aggregate initial Capital Contribution set forth on Exhibit A hereto;

(b)                The Purchase Agreement for the Property shall have been assigned to the Company (or a Subsidiary of the Company);

(c)                 The Cost Sharing Agreement has been executed and Bluerock and its affiliates are in full compliance with the terms thereof;

(d)                The Company (or a Subsidiary of the Company) shall have borrowed (or be concurrently borrowing) the Loan contemplated by the Loan Documents;

(e)                 The Management Agreement shall have been executed between the Company (or a Subsidiary of the Company) and Property Manager;

(f)                 All of the representations and warranties of Bluerock contained in this Agreement and the Collateral Agreements shall be true and correct as of the date hereof; and

(g)                The form of Backstop Agreement shall have been approved by, and executed by, the applicable parties and delivered to Carroll.

Section 5.                 Capital Contributions, Loans, Percentage Interests and Capital Accounts .

5.1               Initial Capital Contributions . Subject to satisfaction of the conditions set forth in Section 4, upon execution of this Agreement, Bluerock and Carroll shall each make an initial Capital Contribution to the Company of cash in an amount equal to the respective amounts set forth in Exhibit A attached hereto; provided, however, any funds advanced by Bluerock or Carroll (or their respective affiliates) pursuant to the terms of the Cost Sharing Agreement shall be

credited against the applicable Member’s obligation and provided, further, in the case of Carroll, its initial Capital Contribution to the Company shall be credited with $372,500 for the agreed value of certain contractual rights and intangibles contributed to the Company, including the assignment of the Purchase Agreement to acquire the Property to the Company or its Subsidiary. ¹ The initial Capital Contribution of the Members to the Company may include amounts for working capital.

5.2               Additional Capital Contributions .

(a)                 Additional Capital Contributions may be called for from the Members (i) by either Member if the same is a Protective Capital Call, or (ii) as reasonably determined by the Management Committee, by written notice to the Members from time to time as and to the extent capital is necessary to effect an investment or expenditures for the Property, the Company, or its subsidiary. Except as otherwise agreed by the Members, such additional Capital Contributions shall be in an amount for each Member equal to the product of the amount of the aggregate Capital Contribution called multiplied by each Member’s then current Percentage Interest. Such additional Capital Contributions shall be payable by the Members to the Company upon the earlier of (i) twenty (20) days after written request from the Company, or (ii) the date when the Capital Contribution is required, as set forth in a written request from the Company.

(b)                If a Member (a “ Defaulting Member ”) fails to make a Capital Contribution that is required as provided in Section 5.2(a) within the time frame required therein (the amount of the failed contribution and related loan shall be the “ Default Amount ”), the other Member, provided that it has made the Capital Contribution required to be made by it, in addition to any other remedies it may have hereunder or at law, shall have one or more of the following remedies:

(1)                to advance to the Company on behalf of, and as a loan to the Defaulting Member, an amount equal to the Default Amount to be evidenced by a promissory note in form reasonably satisfactory to the non-failing Member (each such loan, a “ Default Loan ”). The Capital Account of the Defaulting Member shall be credited with the amount of such Default Amount attributable to a Capital Contribution and the aggregate of such amounts shall constitute a debt owed by the Defaulting Member to the non-failing Member. Any Default Loan shall bear interest at the rate of twenty percent (20%) per annum, but in no event in excess of the highest rate permitted by applicable laws (the “ Default Loan Rate ”), and shall be payable by the Defaulting Member on demand from the non-failing Member and from any Distributions due to the Defaulting Member hereunder. Interest on a Default Loan, to the extent unpaid, shall accrue and compound on a quarterly basis. A Default Loan shall be prepayable, in whole or in part, at any time or from time to time without penalty. Any such Default Loans shall be with full recourse to the Defaulting Member and shall be secured by the Defaulting Member’s interest in the Company including, without limitation, such Defaulting Member’s right to Distributions. In furtherance thereof, upon

¹ At closing of the acquisition of the Property, $372,500 shall be added to the required equity for closing and each Member shall be responsible for funding its pro-rata share of such amount at the closing as part of its Initial Capital Contribution according to its Percentage Interest; provided, Carroll’s required Initial Capital Contribution shall be net of the credit amount provided in Section 5.1.

the making of any such Default Loan, the Defaulting Member hereby pledges, assigns and grants a security interest in its Interest to the non-failing Member and agrees to promptly execute such documents and statements reasonably requested by the non-failing Member to further evidence and secure such security interest. Any advance by the non-failing Member on behalf of a Defaulting Member pursuant to this Section 5.2(b)(1) shall be deemed to be a Capital Contribution made by the Defaulting Member except as otherwise expressly provided herein. All Distributions to the Defaulting Member hereunder shall be applied first to payment of any interest due under any Default Loan and then to principal until all amounts due thereunder are paid in full. While any Default Loan is outstanding, the Company shall be obligated to pay directly to the non-failing Member, for application to and until all Default Loans have been paid in full, the amount of (x) any Distributions payable to the Defaulting Member, and (y) any proceeds of the sale of the Defaulting Member’s Interest in the Company;

(2)                subject to any applicable thin capitalization limitations on indebtedness of the Company for U.S. federal income tax purposes, to treat the non-failing Member’s portion of such Capital Contribution as a loan to the Company (rather than a Capital Contribution) and to advance to the Company as a loan to the Company an amount equal to the Default Amount, which loan shall be evidenced by a promissory note in form reasonably satisfactory to the non-failing Member and which loan shall bear interest at the Default Loan Rate and be payable on a first priority basis by the Company from available Cash Flow and prior to any Distributions made to any Member. If each Member has loans outstanding to the Company under this provision, such loans shall be payable to each Member in proportion to the outstanding balances of such loans to each Member at the time of payment. Any advance to the Company pursuant to this Section 5.2(b)(2) shall not be treated as a Capital Contribution made by the Defaulting Member;

(3)                to make an additional Capital Contribution to the Company equal to the Default Amount whereupon the Percentage Interests of the Members shall be recalculated to (i) increase the non-defaulting Member’s Percentage Interest by the percentage (“ Applicable Adjustment Percentage ”) determined by dividing one hundred fifty percent (150%) of the Default Amount by the sum of the Members’ Total Investment (taking into account the actual amount of such additional Capital Contribution) and by increasing its Total Investment solely for purposes of determining the Member’s Percentage Interest, by one and one-half of the amount of the Default Amount, and (ii) to reduce the Defaulting Member’s Percentage Interest by the Applicable Adjustment Percentage and by decreasing its Total Investment solely for purposes of determining the Member’s Percentage Interest by one-half of the amount of the Default Amount; or

(4)                in lieu of the remedies set forth in subparagraphs (1), (2) or (3), revoke its portion of such additional Capital Contribution, whereupon the portion of the Capital Contribution made by the non-failing Member shall be returned within ten (10) days.

(c)                 Notwithstanding the foregoing provisions of this Section 5.2 , no additional Capital Contributions shall be required from any Member if (i) the Company or any other Person shall be in default (or with notice or the passage of time or both, would be in default) in any material respect under any loan, indenture, mortgage, non-residential lease, agreement or

instrument to which the Company or any of its Subsidiaries is a party or by which the Company (or any of its Subsidiaries) or any of its properties or assets is or may be bound, (ii) any other Member, the Company or any of its Subsidiaries shall be insolvent or bankrupt or in the process of liquidation, termination or dissolution, (iii) any other Member, the Company or any of its Subsidiaries shall be subjected to any pending litigation (x) in which the amount in controversy exceeds $500,000, (y) which litigation is not being defended by an insurance company who would be responsible for the payment of any judgment in such litigation, and (z) which litigation if adversely determined could have a material adverse effect on such other Member and/or the Company or any of its Subsidiaries and/or could interfere with their ability to perform their obligations hereunder or under any Collateral Agreement, or (iv) there has been a material adverse change in (including, but not limited to, the financial condition of) any other Member (and/or its Affiliates) which, in such Member’s reasonable judgment, prevents such other Member (and/or its Affiliates) from performing, or substantially interferes with their ability to perform, their obligations hereunder or under any Collateral Agreement. If any of the foregoing events shall have occurred and any Member elects not to make a Capital Contribution on account thereof, then any other Member which has made its pro rata share of such Capital Contribution shall be entitled to a return of such Capital Contribution from the Company.

5.3               Percentage Ownership Interest . The Members shall have the initial percentage ownership interests (as the same are adjusted as provided in this Agreement, a “ Percentage Interest ”) in the Company set forth on Exhibit A immediately following the Capital Contributions provided for in Section 5.1 . The Percentage Interests of the Members in the Company shall be adjusted monthly, and if appropriate to reflect any pending adjustments that have been determined but not yet effected, prior to any request for Additional Capital Contributions pursuant to Section 5.2 or any distributions to Members pursuant to Section 6.1 , so that the respective Percentage Interests of the Members at any time shall be in proportion to their respective cumulative Total Investment made (or deemed to be made) pursuant to Sections 5.1 and 5.2 , as the same may be further adjusted pursuant to Section 5.2(b)(3) . Percentage Interests shall not be adjusted by Distributions made (or deemed made) to a Member.

5.4               Return of Capital Contribution . Except as approved by each of the Members, no Member shall have any right to withdraw or make a demand for withdrawal of the balance reflected in such Member’s Capital Account (as determined under Section 5.6 ) until the full and complete winding up and liquidation of the business of the Company.

5.5               No Interest on Capital . Interest earned on Company funds shall inure solely to the benefit of the Company, and no interest shall be paid upon any Capital Contributions nor upon any undistributed or reinvested income or profits of the Company.

5.6               Capital Accounts . A separate capital account (the “ Capital Account ”) shall be maintained for each Member in accordance with Section 1.704-1(b)(2)(iv) of the Regulations. Without limiting the foregoing, the Capital Account of each Member shall be increased by (i) the amount of any Capital Contributions made by such Member, (ii) the amount of Income allocated to such Member and (iii) the amount of income or profits, if any, allocated to such Member not otherwise taken into account in this Section 5.6 . The Capital Account of each Member shall be reduced by (i) the amount of any cash and the fair market value of any property distributed to the Member by the Company (net of liabilities secured by such distributed property that the Member

is considered to assume or take subject to), (ii) the amount of Loss allocated to the Member and (iii) the amount of expenses or losses, if any, allocated to such Member not otherwise taken into account in this Section 5.6 . The Capital Accounts of the Members shall not be increased or decreased pursuant to Regulations Section 1.704-1(b)(2)(iv)(f) to reflect a revaluation of the Company’s assets on the Company’s books in connection with any contribution of money or other property to the Company pursuant to Section 5.2 by existing Members. If any property other than cash is distributed to a Member, the Capital Accounts of the Members shall be adjusted as if such property had instead been sold by the Company for a price equal to its fair market value, the gain or loss allocated pursuant to Section 7 , and the proceeds distributed in the manner set forth in Section 6.1 or Section 13.3(d)(3) . No Member shall be obligated to restore any negative balance in its Capital Account. No Member shall be compensated for any positive balance in its Capital Account except as otherwise expressly provided herein. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with the provisions of Regulations Section 1.704-1(b)(2) and shall be interpreted and applied in a manner consistent with such Regulations.

5.7               New Members . Upon approval by Bluerock and Carroll, the Company may issue additional Interests and thereby admit a new Member or Members, as the case may be, to the Company, only if such new Member (i) has delivered to the Company its Capital Contribution, (ii) has agreed in writing to be bound by the terms of any Collateral Agreements (including the Backstop Agreement) and this Agreement by becoming a party hereto, and (iii) has delivered such additional documentation as the Company shall reasonably require to so admit such new Member to the Company. Without the prior written consent of each then-current Member, a new Member may not be admitted to the Company if the Company would, or may, have in the aggregate more than one hundred (100) members. For purposes of determining the number of members under this Section 5.7 , a Person (the “ beneficial owner ”) indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (the “ flow-through entity ”) shall be considered a member, but only if (i) substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Company and (ii) in the sole discretion of the Management Committee, a principal purpose of the use of the flow-through entity is to permit the Company to satisfy the 100-member limitation.

Section 6.                 Distributions .

6.1               Distribution of Distributable Funds

(a)                 The Management Committee shall calculate and determine the amount of Distributable Funds for each applicable period. Except as provided in Sections 5.2(b), 6.1 or 13.3 or otherwise provided hereunder, Distributable Funds, if any, shall be distributed to the Members, on a monthly basis based on a calendar year, so long as the Loan is outstanding. Thereafter, such distributions shall be made on the 15 ^th day of each month or from time to time as determined by the Management Committee .

(b)                Any Distributions otherwise payable to a Member under this Agreement shall be applied first to satisfy amounts due and payable on account of the indemnity and/or contribution obligations of such Member under this Agreement and/or any other agreement

delivered by such Member to the Company or any other Member but shall be deemed distributed to such Member for purposes of this Agreement.

(c)                 Distributable Funds available other than from the proceeds of a Sale shall be distributed to the Members in proportion to their respective Percentage Interests.

(d)                Distributable Funds available from the proceeds of a Sale shall be distributed in the following order and priority:

(1)                First, to the Members in proportion to their respective Percentage Interests until Bluerock shall realize through Distributions (including, without limitation, any Distribution received by such Member pursuant to Section 6.1(c) above), and actually receive, the First Tier Preferred Return; and

(2)                Second, to Carroll, in an amount equal to one percent (1%) of the Contract Sale Price; and

(3)                Third, to the Members in proportion to their respective Percentage Interests until Bluerock shall realize through Distributions (including, without limitation, any Distribution received by such Member pursuant to Section 6.1(c), (d)(1) and (d)(2) above), and actually receive, the Second Tier Preferred Return; and

(4)                Fourth, to Carroll, in an amount equal to one percent (1%) of the Contract Sale Price; and

(5)                Fifth, the balance, if any, of such Distributable Funds remaining after Distributions (1) through (4) above shall be to the Members in proportion to their respective Percentage Interests.

6.2               Distributions in Kind . In the discretion of the Management Committee, Distributable Funds may be distributed to the Members in cash or in kind and Members may be compelled to accept a distribution of any asset in kind even if the percentage of that asset distributed to it exceeds a percentage of that asset that is equal to the percentage in which such Member shares in Distributions from the Company. In the case of all assets to be distributed in kind, the amount of the Distribution shall equal the fair market value of the asset distributed as determined by the Management Committee. In the case of a Distribution of publicly traded property, the fair market value of such property shall be deemed to be the average closing price for such property for the thirty (30) day period immediately prior to the Distribution, or if such property has not yet been publicly traded for thirty (30) days, the average closing price of such property for the period prior to the Distribution in which the property has been publicly traded.

Section 7.                 Allocations .

7.1               Allocation of Net Income and Net Losses Other than in Liquidation . Except as otherwise provided in this Agreement, Net Income and Net Losses of the Company for each Fiscal Year shall be allocated among the Members in a manner such that, as of the end of such Fiscal Year and taking into account all prior allocations of Net Income and Net Losses of the Company and all Distributions made by the Company through such date, the Capital Account of

each Member is, as nearly as possible, equal to the Distributions that would be made to such Member pursuant to Section 6.1 if the Company were dissolved, its affairs wound up and assets sold for cash equal to their tax basis (or book value in the case of assets that have been revalued in accordance with Section 704(b) of the Code), all Company liabilities were satisfied, and the net assets of the Company were distributed in accordance with Section 6.1 immediately after such allocation.

7.2               Allocation of Net Income and Net Losses in Liquidation . Net Income and Net Losses realized by the Company in connection with the liquidation of the Company pursuant to Section 13 shall be allocated among the Members in a manner such that, taking into account all prior allocations of Net Income and Net Losses of the Company and all Distributions made by the Company through such date, the Capital Account of each Member is, as nearly as possible, equal to the amount which such Member is entitled to receive pursuant to Section 13.3(d)(3) .

7.3               U.S. Tax Allocations .

(a)                 Subject to Section 704(c) of the Code, for U.S. federal and state income tax purposes, all items of Company income, gain, loss, deduction and credit shall be allocated among the Members in the same manner as the corresponding item of income, gain, loss, deduction or credit was allocated pursuant to the preceding paragraphs of this Section 7 .

(b)                In accordance with Code Section 704(c) and the Treasury regulations promulgated thereunder, income and loss with respect to any property contributed to the capital of the Company (including, if the property so contributed constitutes a partnership interest, the applicable distributive share of each item of income, gain, loss, expense and other items attributable to such partnership interest whether expressly so allocated or reflected in partnership allocations) shall, solely for U.S. federal income tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for U.S. federal income tax purposes and its Agreed Upon Value at the time of contribution. Such allocation shall be made in accordance with the “traditional method” set forth in Regulations Section 1.704-3(b) unless the Members unanimously agree to another permissible method under such Regulations.

(c)                 Any elections or other decisions relating to such allocations shall be made by the Members in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 7.3 are solely for purposes of U.S. federal, state and local income taxes and shall not affect, or in any way be taken into account in computing, any Member’s share of Net Income, Net Loss, other items or distributions pursuant to any provisions of this Agreement.

Section 8.                 Books, Records, Tax Matters and Bank Accounts .

8.1               Books and Records . The books and records of account of the Company shall be maintained in accordance with industry standards and shall be based on the Property Manager Reports. The books and records shall be maintained at the Company’s principal office or at a location designated by the Management Committee, and all such books and records (and the dealings and other affairs of the Company and its Subsidiaries) shall be available to any

Member at such location for review, investigation, audit and copying, at such Member’s sole cost and expense, during normal business hours on at least twenty-four (24) hours prior notice. In connection with such review, investigation or audit, such Member (and its representatives and agents) shall have the unfettered right to meet and consult with any and all employees of Property Manager (or any of their respective Affiliates) and to attend meetings and independently meet and consult with any and all third parties having dealings or any other relationship with the Company or any of its Subsidiaries or with Property Manager in respect of the Company or any of its Subsidiaries.

8.2               Reports and Financial Statements .

(a)                 Within thirty (30) days of the end of each Fiscal Year, the Manager shall cause each Member to be furnished with two sets of the following additional annual reports computed as of the last day of the Fiscal Year:

(1)                An unaudited balance sheet of the Company;

(2)                An unaudited statement of the Company’s profit and loss; and

(3)                A statement of the Members’ Capital Accounts and changes therein for such Fiscal Year.

(b)                Within fifteen (15) days of the end of each quarter of each Fiscal Year, and provided that any such request was made prior to the end of the quarter, the Property Manager shall cause to be furnished to Bluerock such information as requested by Bluerock as is necessary for any reporting requirements of the SOIFs, BR Growth, or BR Growth II (to the extent any of such affiliates of Bluerock are hereafter a Member or direct or indirect owner of a Member of the Company) and any reporting requirements of any REIT Member (whether a direct or indirect owner) to determine its qualification as a REIT and its compliance with REIT Requirements as shall be reasonably requested by Bluerock. Further, the Property Manager shall cooperate in a reasonable manner at the request of any Member to work in good faith with any designated accountants or auditors of such Member or its Affiliates so that such Member or its Affiliate is able to comply with its public reporting, attestation, certification and other requirements under the Securities Exchange Act of 1934, as amended, applicable to such entity, and to work in good faith with the designated accountants or auditors of the Member or any of its Affiliates in connection therewith, including for purposes of testing internal controls and procedures of such Member or its Affiliates.

(c)                 The Members acknowledge that the Property Manager is obligated to perform Property-related accounting and furnish Property-related accounting statements under the terms of the Management Agreement (the “ Property Manager Reports ”). Manager shall be entitled to rely on the Property Manager Reports with respect to its obligations under this Section 8 , and the Members acknowledge that the reports to be furnished shall be based on the Property Manager Reports, without any duty on the part of the Manager to further investigate the completeness, accuracy or adequacy of the Property Manager Reports.

8.3               Tax Matters Member . Bluerock is hereby designated as the “tax matters partner” of the Company and the Subsidiaries, as defined in Section 6231(a)(7) of the Code (the

“ Tax Matters Member ”) and shall prepare or cause to be prepared all income and other tax returns of the Company and its Subsidiaries pursuant to the terms and conditions of Section 8.5 . Except as otherwise provided in this Agreement, all elections required or permitted to be made by the Company and its Subsidiaries under the Code or state tax law shall be timely determined and made by Bluerock after consultation with Carroll. The Members intend that the Company be treated as a partnership for U.S. federal, state and local tax purposes, and the Members will not elect or authorize any person to elect to change the status of the Company from that of a partnership for U.S. federal, state and local income tax purposes. Bluerock agrees to consult with Carroll with respect to any written notice of any material tax elections and any material inquiries, claims, assessments, audits, controversies or similar events received from any taxing authority. In addition, upon the request of any Member, the Company and each of its Subsidiaries shall make an election pursuant to Code Section 754 to adjust the basis of the Company’s property in the manner provided in Code Sections 734(b) and 743(b). The Company hereby indemnifies and holds harmless Bluerock from and against any claim, loss, expense, liability, action or damage resulting from its acting or its failure to take any action as the “tax matters partner” of the Company and its Subsidiaries, provided that any such action or failure to act does not constitute gross negligence or willful misconduct by Bluerock.

8.4               Bank Accounts . All funds of the Company are to be deposited in the Company’s name in such bank account or accounts as may be designated by the Management Committee or in the Management Agreement and shall be withdrawn on the signature of such Person or Persons as the Management Committee may authorize.

8.5               Tax Returns . Bluerock shall cause to be prepared all income and other tax returns of the Company and its Subsidiaries required by applicable law and shall submit such returns to the Management Committee for its review, comment and approval at least twenty (20) days prior to the due date or extended due date thereof and shall thereafter cause the same to be filed in a timely manner (including extensions). No later than the due date or extended due date, Manager shall deliver or cause to be delivered to each Member a copy of the tax returns for the Company and such Subsidiaries with respect to such Fiscal Year, together with such information with respect to the Company and such Subsidiaries as shall be necessary for the preparation by such Member of its U.S. federal and state income or other tax and information returns.

8.6               Expenses . Notwithstanding any contrary provision of this Agreement, the Members acknowledge and agree that the reasonable expenses and charges incurred directly or indirectly by or on behalf of the Manager, Bluerock, Carroll or the Property Manager in connection with its obligations under this Section 8 will be reimbursed by the Company to the applicable party. Further, it is expressly understood and agreed that all reasonable expenses of Bluerock, Carroll and their principals and Affiliates associated with the Company or the Property, along with all accounting and administrative expenses for Carroll, shall be reimbursed by the Company, including without limitation, filing fees, tax returns, closing costs, due diligence and travel.

Section 9.              Management and Operations.

9.1               Management .

(a)                 The Company shall be managed by Bluerock (“ Manager ”), who shall have the authority to exercise all of the powers and privileges granted by the Act, any other law or this Agreement, together with any powers incidental thereto, and to take any other action not prohibited under the Act or other applicable law, so far as such powers or actions are necessary or convenient or related to the conduct, promotion or attainment of the business, purposes or activities of the Company. Manager shall manage the operations and affairs of the Company, subject to the oversight of the Management Committee. To the extent that Bluerock or a Bluerock Transferee Transfers all or a portion of its Interest in accordance with Section 12 to a Bluerock Transferee, such Bluerock Transferee may be appointed as the Manager under this Section 9.1(a) by Bluerock or a Bluerock Transferee then holding all or a portion of an Interest without any further action or authorization by any Member.

(b)                The Management Committee may appoint individuals to act on behalf of the Company with such titles and authority as determined from time to time by the Management Committee.

(c)                 Notwithstanding the foregoing, all Major Decisions shall require the consent of both Members.

9.2               Management Committee .

(a)                 Bluerock and Carroll hereby establish a management committee (the “ Management Committee ”). The Management Committee shall consist of four (4) individuals appointed to act as “representatives” of the Member that appointed him or her (the “ Representatives ”) as follows: (i) Bluerock shall be entitled to designate two (2) Representatives to represent Bluerock; and (ii) Carroll shall be entitled to designate two (2) Representatives to represent Carroll. The initial members of the Management Committee are set forth on Exhibit A . Bluerock and Carroll each represents, warrants and covenants that the Representatives designated by them on Exhibit A have, and shall at all times have, the full power and authority to make decisions and vote as a member of the Management Committee, and that such Representatives’ votes as members of the Management Committee will be binding on each of them and any transferee of all or a portion of their Interest ; unless and until such time as Bluerock or Carroll or their transferee notifies the other Member of a change in a Representative, after which time this sentence shall apply only with respect to the replacement Representative.

(b)                Each member of the Management Committee shall hold office until death, resignation or removal at the pleasure of the Member that appointed him or her. If a vacancy occurs on the Management Committee, the Person with the right to appoint and remove such vacating Representative shall appoint his or her successor. A Member shall lose its right to have Representatives on the Management Committee, and its Representatives on the Management Committee shall be deemed to be automatically removed, as of the date on which such Member ceases to be a Member or as otherwise provided in this Agreement. If Bluerock or a Bluerock Transferee Transfers all or a portion of its Interest to a Bluerock Transferee pursuant to Section

12.2, such Bluerock Transferee shall automatically, and without any further action or authorization by any Member, succeed to the rights and powers of Bluerock under this Section 9 as may be agreed to between Bluerock or the Bluerock Transferee which is transferring the Interest, on the one hand, and the Bluerock Transferee to which the Interest is being transferred, on the other hand, including the shared or unilateral right to appoint the Representatives that Bluerock was theretofore entitled to appoint pursuant to Section 9.2(a).

(c)                 The Management Committee shall meet once every quarter (unless waived by mutual agreement of the Members) and at such other times as may be necessary for the conduct of the Company’s business on at least five (5) days prior written notice of the time and place of such meeting given by any Representative. Notice of regular meetings of the Management Committee is not required. Representatives may waive in writing the requirements for notice before, at or after a special meeting, and attendance at such a meeting without objection by a Representative shall be deemed a waiver of such notice requirement.

(d)                The Management Committee shall have the right, but not the obligation, to elect one of the Representatives or another person to serve as Secretary of the Management Committee. Such person shall hold office until his or her death, resignation or removal by a vote of the Management Committee. The Secretary or a person designated by him or her shall take written minutes of the proceedings of the meetings of the Management Committee, and such minutes shall be filed with the records of the Company.

(e)                 The only Representatives required to constitute a quorum for a meeting of the Management Committee shall be one (1) Representative appointed by Bluerock and one (1) Representative appointed by Carroll; provided, however, that if Carroll has not appointed at least one (1) Representative to the Management Committee at the time of such meeting (for example, if each Carroll Representative has been removed and not replaced), then a quorum for a meeting of the Management Committee shall be one (1) Representative appointed by Bluerock. Each of the two (2) Representatives appointed by Bluerock shall be entitled to cast two (2) votes on any matter that comes before the Management Committee and each of the Representatives appointed by Carroll shall be entitled to cast one (1) vote on any matter that comes before the Management Committee. Approval by the Management Committee of any matter shall require the affirmative vote (including votes cast by proxy) of at least a majority of the votes of the Representatives then in office voting at a duly held meeting of the Management Committee.

(f)                 Any meeting of the Management Committee may be held by conference telephone call, video conference or through similar communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in a telephonic and/or video conference meeting held pursuant to this Section 9 shall constitute presence in person at such meeting.

(g)                Any action required or permitted to be taken at a meeting of the Management Committee may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by the Representatives having not less than the minimum of votes that would be necessary to authorize or take such action at a meeting at which all Representatives entitled to vote thereon were present

and voted. All consents shall be filed with the minutes of the proceedings of the Management Committee.

(h)                Except as otherwise expressly provided in this Agreement, none of the Members or their Representatives (in their capacities as members of the Management Committee) only, shall have any duties or liabilities to the Company or any other Member (including any fiduciary duties), whether or not such duties or liabilities otherwise arise or exist in law or in equity, and each Member hereby expressly waives any such duties or liabilities; provided , however , that this Section 9.2(h) shall not eliminate or limit the liability of such Representatives or the Members (A) for acts or omissions that involve fraud, intentional misconduct or a knowing and culpable violation of law, or (B) for any transaction not permitted or authorized under or pursuant to this Agreement from which such Representative or Member derived a personal benefit unless the Management Committee has approved in writing such transaction in accordance with this Agreement; provided , further , however , that the duty of care of each of such Representatives and the Members is to not act with fraud, intentional misconduct or a knowing and culpable violation of law. Except as provided in this Agreement, whenever in this Agreement a Representative of a Member and/or a Member is permitted or required to make a decision affecting or involving the Company, any Member or any other Person, such Representative and/or such Member shall be entitled to consider only such interests and factors as he, she or it desires, including a particular Member’s interests, and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any Member.

9.3               Annual Business Plan .

(a)                 The initial Annual Business Plan for the balance of calendar year 2016 with respect to the Property is attached hereto as Exhibit D and is incorporated herein for all intents and purposes under this Agreement (the “ Initial Business Plan ”).

(b)                For Annual Business Plans for calendar years 2017 and 2018, respectively, Property Manager shall prepare the Annual Business Plan for the operation of the Property for the Owner’s review and approval, no later than September 15 of the immediately preceding year for the 2017 calendar year Annual Business Plan and September 15 of the immediately preceding year for the 2018 calendar year (and any subsequent) Annual Business Plan. If final approval of an Annual Business Plan by Owner has not been given by the beginning of the year to which such proposed Annual Business Plan relates, Property Manager shall operate the Property on the basis of the previous year’s approved Annual Business Plan adjusted by (i) assuming that the revenue from the Property will increase to 103% of the revenues collected in the prior year, (ii) assuming that the Controllable Expenses will increase to 103% of the amount of the actual Controllable Expenses incurred in the prior year, (iii) increasing all Uncontrollable Expenses by any anticipated or known increases in such Uncontrollable Expenses, and (iv) including any Emergency Expenditure. Notwithstanding the foregoing to the contrary, if, prior to the commencement of calendar year 2017, the parties have not agreed on the budget for capital expenditures at the Property in the Annual Business Plan for calendar year 2017, there shall be no budgeted capital expenditures for calendar year 2017; provided, however, that any incomplete capital projects commenced in calendar year 2016 and contemplated in the Initial Business Plan shall be funded as provided in the Initial Business Plan until such capital projects are completed.

(c)                 If Property Manager and Owner agreed to the Annual Business Plan for calendar year 2018 in accordance with subsection (b) above, then the Annual Business Plan for calendar year 2019 shall also be determined in accordance with the applicable provisions of subsection (b) above. If, however, Property Manager and Owner were unable to agree to the Annual Business Plan for calendar year 2018, then Owner may establish the Annual Business Plan for calendar year 2019, without Property Manager’s consent.

(d)                For Annual Business Plans for calendar years 2020 and all subsequent calendar years, if applicable, Property Manager shall have the right to prepare and propose an Annual Business Plan for such calendar year on or prior to September 15 of the immediately preceding year (without obligation to do so), and Owner may, regardless of the information contained in Property Manager’s proposal, establish the Annual Business Plan for the applicable calendar year, without Property Manager’s consent.

(e)                 Property Manager and the Company, on behalf of Owner, each acknowledge and agree that, in establishing the Annual Business Plans in accordance with this Section 9.3 , each shall be obligated to act reasonably and in good faith, taking into account past performance of the Property, leasing trends and competitive properties within the market where the Property is located, the age of the Property and the units at the time such Annual Business Plan is established, and such other factors as reasonably prudent owners and managers of multifamily and retail assets substantially similar to the Property would take into account in order to maximize revenue therefrom.

(f)                 No Material Deviations (as defined herein) from any item in an Annual Business Plan approved in accordance with the terms herein shall be made by Property Manager without the prior approval of the Management Committee, to the extent required hereunder. The Property Manager shall provide quarterly updates to the Annual Business Plan, solely for informational purposes. Each Annual Business Plan shall include the information set forth in Exhibit B . The Company, for itself and on behalf of the Owner, will consider the proposed Annual Business Plan in accordance with the terms hereof and will consult with Property Manager prior to the commencement of the forthcoming calendar year in order to agree on an Annual Business Plan for such calendar year. In no event shall the Company, acting on behalf of Owner, have the right to modify the Annual Business Plan to reduce the Property Management Fee or Reimbursable Expenses otherwise due. In no event shall Property Manager be deemed in default under the Management Agreement if such changes by the Company, acting on behalf of Owner, to the Annual Business Plan cause Property Manager to have insufficient funds to perform its obligations thereunder. Property Manager agrees to use commercially reasonable efforts to ensure that the actual costs of maintaining and operating the Property shall not exceed the amount reasonably necessary and, in any event, will not exceed the Annual Business Plan either in total amount or in any one accounting category. Notwithstanding anything to the contrary, Property Manager shall secure the Company’s, on behalf of Owner, prior written approval for any expenditure that will result in an excess of the annual budgeted amount set forth in the Annual Business Plan in any one accounting category by more than the lesser of ten percent (10%) or $10,000, or $25,000.00 in the aggregate for all categories (a “ Material Deviation ”). Property Manager shall promptly advise and inform the Company, acting on behalf of Owner, of any transaction, notice, event or proposal

directly relating to the management and operation of the Property which does or is likely to significantly affect, either adversely or favorably, the Property, other assets of the Owner or cause a Material Deviation from the Annual Business Plan. Nothing contained herein shall in any way diminish the obligations or duties of Property Manager hereunder.

(g)                Notwithstanding the terms of Section 9.3(a) through Section 9.3(f) above, (i) the Annual Business Plan may, at any time, be amended upon unanimous approval by the Members, and (ii) failure on the part of the Members to agree on any such Annual Business Plan (or any amendment thereto) shall not constitute the failure to obtain agreement on a Major Decision and shall not entitle either Member to exercise the rights under Section 15 applicable to a failure to obtain agreement on Major Decisions.

(h)                For all purposes of this Section 9.3 , decisions on behalf of Owner or the Company shall be made by the Management Committee.

9.4               Implementation of Plan by Property Manager . Property Manager shall, subject to the limitations contained herein, the availability of operating revenues and other cash flow and any other matters outside of the reasonable control of Property Manager, implement and shall not vary or modify the then applicable Annual Business Plan without the prior written approval of the Management Committee. Property Manager shall promptly advise and inform the Management Committee of any transaction, notice, event or proposal directly relating to the management and operation of the Property, other assets of the Company or the Company or any Subsidiary of the Company which does or is likely to significantly affect, either adversely or favorably, such Property, other assets of the Company or the Company or such Subsidiary or cause a significant deviation from the Annual Business Plan. Nothing contained herein shall in any way diminish the obligations or duties of Property Manager hereunder.

9.5               Affiliate Transactions . No agreement shall be entered into by the Company or any Subsidiary with a Member or any Affiliate of a Member and no decision shall be made in respect of any such agreement (including, without limitation, the enforcement or termination thereof) unless such agreement or related decision shall have been approved in writing by all Members. Without limiting the foregoing, any such agreement shall be on arm’s length terms and conditions, be terminable on fifteen (15) days’ notice without penalty and the terms and conditions of such agreement shall be disclosed to all Representatives prior to the execution and delivery thereof. Further, the written approval of Bluerock shall be required prior to the use of the name “Bluerock” in connection with any matter or transaction.

9.6               Other Activities .

(a)                 Right to Participation in Other Member Ventures . Neither the Company nor any Member (or any Affiliate of any Member) shall have any right by virtue of this Agreement either to participate in or to share in any other now existing or future ventures, activities or opportunities of any of the other Members or their Affiliates, or in the income or proceeds derived from such ventures, activities or opportunities.

(b)                Limitation on Actions of Members; Binding Authority . No Member shall, without the prior written consent of the other Members, take any action on behalf of, or in the

name of, the Company, or enter into any contract, agreement, commitment or obligation binding upon the Company, or, in its capacity as a Member or Manager of the Company, perform any act in any way relating to the Company or the Company’s assets, except in a manner and to the extent consistent with the provisions of this Agreement.

9.7               Management Agreement .

(a)                 Independent Contractor . CMG, as Property Manager, has agreed to provide management services to the Company (or a Subsidiary of the Company) with respect to the Property on the terms set forth in the Management Agreement; and it is agreed that Property Manager shall provide such management services to the Company (or a Subsidiary of the Company) as an independent contractor.

(b)                Management and Oversight Fees . The Company (or a Subsidiary of the Company) has entered into the Management Agreement for the Property with Property Manager (which Management Agreement shall be updated and supplemented from time to time) pursuant to which Property Manager will provide the management services described therein to the Company (or a Subsidiary of the Company). Pursuant to the Management Agreement and subject to the terms of the Loan Documents, Property Manager will be entitled to receive a net property management fee equal to two and one half percent (2.50%) of Monthly Gross Receipts (as defined in the Management Agreement) (the “ Property Management Fee ”) and an asset management fee equal to one half of one percent (0.50%) of Monthly Gross Receipts (the “ Asset Management Fee ”). The foregoing notwithstanding, if at any time the Company elects to hire a separate property management company solely with respect to the property management activities related to the retail commercial spaces, then the Property Management Fee and the Asset Management Fee shall be reduced on a dollar for dollar basis to offset the corresponding fees payable to such replacement retail property manager. CMG, as Property Manager, shall also be entitled to a construction management fee of five percent (5.0%) of any expenses incurred in connection with certain interior renovation projects and capital expenditures for the Property, as set forth and described in the Management Agreement and in the Annual Business Plan. The foregoing notwithstanding, with respect to the retail commercial spaces, the construction management fee shall only be paid to CMG, as Property Manager, in connection with any work performed to upgrade any currently vacant retail space from its current condition to a white box condition, the cost of which work is not expected to exceed $120,000. For purposes hereof, white box condition will include applicable framing and sheet rock installation, pre-painting preparatory work and painting of the units and the installation of applicable ceiling grid. Finally, for the avoidance of doubt, the parties acknowledge and agree that no construction management fee shall be paid or be payable in connection with any tenant improvement work or other tenant specific work with respect to any retail space. If CMG has been terminated as the Property Manager for Cause, then Bluerock will be entitled to retain a new Property Manager and receive an oversight fee equal to one percent (1.00 %) of the Monthly Gross Receipts (the “ Oversight Fee ”). It is understood that if CMG is terminated as the Property Manager without Cause, Bluerock shall not be entitled to the Oversight Fee, unless Bluerock purchases the Interest of Carroll pursuant to Section 15 or otherwise by agreement of the parties. The foregoing shall not be deemed to imply that Bluerock will have any unilateral right to purchase the Interest of Carroll solely on account of the termination of CMG as Property Manager.

(c)                 Termination of Management Agreement .

(1)                The Management Agreement shall be terminable as provided under its terms and conditions by the Company or Bluerock or, as long as the Property Manager is CMG, by Property Manager.

(2)                Notwithstanding anything to the contrary in this Section 9.7(c), no termination of the Management Agreement or buyout of the other party’s Interest in the Company shall be permitted unless permitted or approved under any applicable Collateral Agreement or under the Loan Documents.

(d)                Delegation . Any delegation of the responsibilities of Property Manager or the subcontracting for such services will be subject to the prior written consent of the Management Committee. Separate agreements may also be entered into with Carroll, Bluerock, their respective Affiliates, or with third parties for certain services to be provided to the Company (or a Subsidiary of the Company), including leasing, construction management, property management, asset management, technology services, etc. Such arrangements shall be at market rates, and shall be entered into only with the prior written approval of the Management Committee, consistent with an approved budget and business plan for each asset. Unless otherwise agreed, all such contracts will be payable on a monthly basis and will be terminable upon thirty (30) days’ notice for any reason or no reason.

9.8               Operation in Accordance with REOC/REIT Requirements .

(a)            The Members acknowledge that Bluerock or one or more of its Affiliates (a “ BR Affiliate ”) intends or may intend to qualify as a “real estate operating company” or “venture capital operating company” within the meaning of U.S. Department of Labor Regulation 29 C.F.R. §2510.3-101 (a “REOC”), and agree that the Company and its Subsidiaries shall in such case be operated in a manner that will enable Bluerock and such BR Affiliate to so qualify. Notwithstanding anything herein to the contrary, the Company and its Subsidiaries shall not take, or refrain from taking, any action that Bluerock notifies the Company would result in Bluerock or a BR Affiliate from failing to qualify as a REOC. The Members acknowledge and agree that Bluerock may assign any or all of its rights or powers under this Agreement as Manager, to designate committee representatives, to provide consents and approvals, or any other rights or powers to one or more of its BR Affiliates as it deems appropriate, and the exercise of any such rights or powers by a BR Affiliate shall have full force and effect under this Agreement without the need for any further consent or approval. Except as disclosed to Bluerock, Carroll (a) shall not fund any Capital Contribution "with the 'plan assets' of any 'employee benefit plan' within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended or any 'plan' as defined by Section 4975 of the Internal Revenue Code of 1986, as amended", and (b) shall comply with any reasonable requirements specified by Bluerock in order to ensure compliance with this Section 9.8.

(b)            Except for the Property, neither the Company nor its Subsidiaries shall hold any investment, incur any indebtedness or otherwise take any action that would cause any Member of the Company (or any Person holding an indirect interest in the Company through an entity or series of entities treated as partnerships for U.S. federal income tax purposes) to realize

any “unrelated business taxable income” as such term is defined in Code Sections 511 through 514, unless specifically agreed to by the Manager in writing. No Manager or Member shall be liable for any income or other taxes, damages, costs or expenses incurred by the Company or any Member by reason of the recognition by the Company of UBTI.

(c)            The Company (and any direct or indirect Subsidiary of the Company) may not engage in any activities or hold any assets that would constitute or result in the occurrence of a REIT Prohibited Transaction as defined herein. Notwithstanding anything to the contrary contained in this Agreement, during the time a REIT Member is a Member of the Company, neither the Company, any direct or indirect Subsidiary of the Company, nor any Member of the Company shall take or refrain from taking any action which, or the effect of which, would constitute or result in the occurrence of a REIT Prohibited Transaction by the Company or any direct or indirect Subsidiary thereof, including without limiting the generality of the foregoing, but in amplification thereof:

(i)            Entering into any lease, license, concession or other agreement or permitting any sublease, license, concession or other agreement that provides for rent or other payment based in whole or in part on the income or profits of any person, excluding for this purpose a lease that provides for rent based in whole or in part on a fixed percentage or percentages of gross receipts or gross sales of any person without reduction for any costs of the lessee (and in the case of a sublease, without reduction for any sublessor costs);

(ii)            Leasing personal property, excluding for this purpose a lease of personal property that is entered into in connection with a lease of real property where the rent attributable to the personal property is less than 15% of the total rent provided for under the lease;

(iii)            Acquiring or holding any debt investments, excluding for these purposes “debt” solely between wholly-owned Subsidiaries of the Company, unless (I) the amount of interest income received or accrued by the Company under such loan does not, directly or indirectly, depend in whole or in part on the income or profits of any person, and (II) the debt is fully secured by mortgages on real property or on interests in real property. Notwithstanding anything to the contrary herein, in the case of debt issued to the Company by a Subsidiary which is treated as a “taxable REIT subsidiary” of the REIT Member, such debt shall be secured by a mortgage or similar security interest, or by a pledge of the equity ownership of a subsidiary of such taxable REIT subsidiary;

(iv)            Acquiring or holding, directly or indirectly, more than 10% of the outstanding securities of any one issuer (by vote or value) other than an entity which either (i) is taxable as a partnership or a disregarded entity for United States federal income tax purposes, (ii) has properly elected to be a taxable REIT subsidiary of the REIT Member by jointly filing with REIT, IRS Form 8875, or (iii) has properly elected to be a real estate investment trust for U.S. federal income tax purposes;

(v)            Entering into any agreement where the Company receives amounts, directly or indirectly, for rendering services to the tenants of any property that is owned, directly or indirectly, by the Company other than (i) amounts received for services that are customarily furnished or rendered in connection with the rental of real property of a similar class in the

geographic areas in which the Property is located where such services are either provided by (A) an Independent Contractor (as defined in Section 856(d)(3) of the Code) who is adequately compensated for such services and from which the Company or REIT Member do not, directly or indirectly, derive revenue or (B) a taxable REIT subsidiary of REIT Member who is adequately compensated for such services or (ii) amounts received for services that are customarily furnished or rendered in connection with the rental of space for occupancy only (as opposed to being rendered primarily for the convenience of the Property’s tenants);

(vi)            Entering into any agreement where a material amount of income received or accrued by the Company under such agreement, directly or indirectly, does not qualify as either (i) “rents from real property” or (ii) “interest on obligations secured by mortgages on real property or on interests in real property,” in each case as such terms are defined in Section 856(c) of the Code;

(vii)            Holding cash of the Company available for operations or distribution in any manner other than a traditional bank checking or savings account;

(viii)            Selling or disposing of any property, subsidiary or other asset of the Company prior to (i) the completion of a two (2) year holding period with such period to begin on the date the Company acquires a direct or indirect interest in such property and begins to hold such property, subsidiary or asset for the production of rental income, and (ii) the satisfaction of any other requirements under Section 857 of the Code necessary for the avoidance of a prohibited transaction tax on the REIT; or

(ix)            Failing to make current cash distributions to REIT Member each year in an amount which does not at least equal the taxable income allocable to REIT Member for such year; provided, however, any such cash distributions shall be made in accordance with the priorities set forth in Section 6.1(c).

Notwithstanding the foregoing provisions of this Section 9.8(c), the Company may enter into a REIT Prohibited Transaction if it receives the prior written approval of the REIT Member specifically acknowledging that the REIT Member is approving a REIT Prohibited Transaction pursuant to this Section 9.8(c). For purposes of this Section 9.8(c), “REIT Prohibited Transactions” shall mean any of the actions specifically set forth in Sections 9.8(c)(i) through (c)(ix) as well as any action of which the Company receives notice from Bluerock or a REIT Member that such action would result in a REIT Member losing its REIT status under IRC Section 856 or would cause such REIT Member to be subject to any punitive taxation pursuant to IRC Section 857(b)(6). The Loan or any loan contemplated by Section 5.2(b) shall not be considered a REIT Prohibited Transaction.

9.9               FCPA .

(a)                 In compliance with the Foreign Corrupt Practices Act, each Member will not, and will ensure that its officers, directors, employees, shareholders, members, agents and Affiliates, acting on its behalf or on the behalf of the Company or any of its Subsidiaries or Affiliates do not, for a corrupt purpose, offer, directly or indirectly, promise to pay, pay, promise to give, give or authorize the paying or giving of anything of value to any official representative

or employee of any government agency or instrumentality, any political party or officer thereof or any candidate for office in any jurisdiction, except for any facilitating or expediting payments to government officials, political parties or political party officials the purpose of which is to expedite or secure the performance of a routine governmental action by such government officials or political parties or party officials. The term “routine governmental action” for purposes of this provision shall mean an action which is ordinarily and commonly performed by the applicable government official in (i) obtaining permits, licenses, or other such official documents which such Person is otherwise legally entitled to; (ii) processing governmental papers; (iii) providing police protection, mail pick-up and delivery or scheduling inspections associated with contract performance or inspections related to transit of goods across country; (iv) providing phone service, power and water supply, loading and unloading of cargo, or protecting perishable products or commodities from deterioration; or (v) actions of a similar nature.

(b)                The term routine governmental action does not include any decision by a government official whether, or on what terms, to award new business to or to continue business with a particular party, or any action taken by an official involved in the decision making process to encourage a decision to award new business to or continue business with a particular party.

(c)                 Each Member agrees to notify immediately the other Member of any request that such Member or any of its officers, directors, employees, shareholders, members, agents or Affiliates, acting on its behalf, receives to take any action that may constitute a violation of the Foreign Corrupt Practices Act.

Section 10.             Confidentiality .

10.1           Any information relating to a Member’s business, operation or finances which are proprietary to, or considered proprietary by, a Member are hereinafter referred to as “Confidential Information”. All Confidential Information in tangible form (plans, writings, drawings, computer software and programs, etc.) or provided to or conveyed orally or visually to a receiving Member, shall be presumed to be Confidential Information at the time of delivery to the receiving Member. All such Confidential Information shall be protected by the receiving Member from disclosure with the same degree of care with which the receiving Member protects its own Confidential Information from disclosure. Each Member agrees: (i) not to disclose such Confidential Information to any Person except to those of its employees or representatives who need to know such Confidential Information in connection with the conduct of the business of the Company and who have agreed to maintain the confidentiality of such Confidential Information and (ii) neither it nor any of its employees or representatives will use the Confidential Information for any purpose other than in connection with the conduct of the business of the Company; provided that such restrictions shall not apply if such Confidential Information is or hereafter becomes public, other than by breach of this Agreement; was already in the receiving Member’s possession prior to any disclosure of the Confidential Information to the receiving Member by the divulging Member; or has been or is hereafter obtained by the receiving Member from a third party not bound by any confidentiality obligation with respect to the Confidential Information; provided , further , that nothing herein shall prevent any Member from disclosing any portion of such Confidential Information (1) to the Company and allowing the Company to use such Confidential Information in connection with the Company’s business, (2) pursuant to judicial order or in response to a governmental inquiry, by subpoena or other legal process, but only to the extent

required by such order, inquiry, subpoena or process, and only after reasonable notice to the original divulging Member, (3) as necessary or appropriate in connection with or to prevent the audit by a governmental agency of the accounts of Carroll or Bluerock, (4) in order to initiate, defend or otherwise pursue legal proceedings between the parties regarding this Agreement, (5) necessary in connection with a Transfer of an Interest permitted hereunder or (6) to a Member’s respective attorneys or accountants or other representatives.

10.2           The Members and their Affiliates shall each act to safeguard the secrecy and confidentiality of, and any proprietary rights to, any non-public information relating to the Company and its business, except to the extent such information is required to be disclosed by law or reasonably necessary to be disclosed in order to carry out the business of the Company. Each Member may, from time to time, provide the other Members written notice of its non-public information which is subject to this Section 10.2 .

10.3           Without limiting any of the other terms and provisions of this Agreement (including, without limitation, Section 9.6 ), to the extent a Member (the “ Pursuer ”) provides the other Member with information relating to a possible investment opportunity then being actively pursued by the Pursuer on behalf of the Company, the other Member receiving such information shall not use such information to pursue such investment opportunity for its own account to the exclusion of the Pursuer so long as the Pursuer is actively pursuing such opportunity on behalf of the Company and shall not disclose any Confidential Information to any Person (except as expressly permitted hereunder) or take any other action in connection therewith that is reasonably likely to cause damage to the Pursuer.

Section 11.             Representations and Warranties .

11.1           In General . As of the date hereof, each of the Members hereby makes each of the representations and warranties applicable to such Member as set forth in Section 11.2 . Such representations and warranties shall survive the execution of this Agreement.

11.2           Representations and Warranties . Each Member hereby represents and warrants that:

(a)                 Due Incorporation or Formation; Authorization of Agreement . Such Member is a corporation duly organized or a partnership or limited liability company duly formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation and has the corporate, partnership or company power and authority to own its property and carry on its business as owned and carried on at the date hereof and as contemplated hereby. Such Member is duly licensed or qualified to do business and in good standing in each of the jurisdictions in which the failure to be so licensed or qualified would have a material adverse effect on its financial condition or its ability to perform its obligations hereunder. Such Member has the corporate, partnership or company power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate, partnership or company action. This Agreement constitutes the legal, valid and binding obligation of such Member.

(b)                No Conflict with Restrictions; No Default . Neither the execution, delivery or performance of this Agreement nor the consummation by such Member (or any of its Affiliates) of the transactions contemplated hereby (i) does or will conflict with, violate or result in a breach of (or has conflicted with, violated or resulted in a breach of) any of the terms, conditions or provisions of any law, regulation, order, writ, injunction, decree, determination or award of any court, any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator, applicable to such Member or any of its Affiliates, (ii) does or will conflict with, violate, result in a breach of or constitute a default under (or has conflicted with, violated, resulted in a breach of or constituted a default under) any of the terms, conditions or provisions of the articles of incorporation, bylaws, partnership agreement or operating agreement of such Member or any of its Affiliates or of any material agreement or instrument to which such Member or any of its Affiliates is a party or by which such Member or any of its Affiliates is or may be bound or to which any of its properties or assets is subject, (iii) does or will conflict with, violate, result in (or has conflicted with, violated or resulted in) a breach of, constitute (or has constituted) a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of (or has accelerated) the performance required by, give (or has given) to others any material interests or rights or require any consent, authorization or approval under any indenture, mortgage, lease, agreement or instrument to which such Member or any of its Affiliates is a party or by which such Member or any of its Affiliates or any of their properties or assets is or may be bound or (iv) does or will result (or has resulted) in the creation or imposition of any lien upon any of the properties or assets of such Member or any of its Affiliates.

(c)                 Governmental Authorizations . Any registration, declaration or filing with, or consent, approval, license, permit or other authorization or order by, or exemption or other action of, any governmental, administrative or regulatory authority, domestic or foreign, that was or is required in connection with the valid execution, delivery, acceptance and performance by such Member under this Agreement or consummation by such Member (or any of its Affiliates) of any transaction contemplated hereby has been completed, made or obtained on or before the date hereof.

(d)                Litigation . There are no actions, suits, proceedings or investigations pending, or, to the knowledge of such Member or any of its Affiliates, threatened against or affecting such Member or any of its Affiliates or any of their properties, assets or businesses in any court or before or by any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator which could, if adversely determined (or, in the case of an investigation could lead to any action, suit or proceeding which if adversely determined could) reasonably be expected to materially impair such Member’s ability to perform its obligations under this Agreement or to have a material adverse effect on the consolidated financial condition of such Member; such Member or any of its Affiliates has not received any currently effective notice of any default, and such Member or any of its Affiliates is not in default, under any applicable order, writ, injunction, decree, permit, determination or award of any court, any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator which could reasonably be expected to materially impair such Member’s (or any of its Affiliate’s) ability to perform its obligations under this Agreement or to have a material adverse effect on the consolidated financial condition of such Member.

(e)                 Investigation . Such Member is acquiring its Interest based upon its own investigation, and the exercise by such Member of its rights and the performance of its obligations under this Agreement will be based upon its own investigation, analysis and expertise. Such Member is a sophisticated investor possessing an expertise in analyzing the benefits and risks associated with acquiring investments that are similar to the acquisition of its Interest.

(f)                 Broker . No broker, agent or other person acting as such on behalf of such Member was instrumental in consummating this transaction and that no conversations or prior negotiations were had by such party with any broker, agent or other such person concerning the transaction that is the subject of this Agreement.

(g)                Investment Company Act . Neither such Member nor any of its Affiliates is, nor will the Company as a result of such Member holding an interest therein be, an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.

(h)                Securities Matters .

(1)                None of the Interests are registered under the Securities Act or any state securities laws. Such Member understands that the offering, issuance and sale of the Interests are intended to be exempt from registration under the Securities Act, based, in part, upon the representations, warranties and agreements contained in this Agreement. Such Member is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act.

(2)                Neither the Securities and Exchange Commission nor any state securities commission has approved the Interests or passed upon or endorsed the merits of the offer or sale of the Interests. Such Member is acquiring the Interests solely for such Member’s own account for investment and not with a view to resale or distribution thereof in violation of the Securities Act.

(3)                Such Member is unaware of, and in no way relying on, any form of general solicitation or general advertising in connection with the offer and sale of the Interests, and no Member has taken any action which could give rise to any claim by any person for brokerage commissions, finders’ fees (without regard to any finders’ fees payable by the Company directly) or the like relating to the transactions contemplated hereby.

(4)                Such Member is not relying on the Company or any of its officers, directors, employees, advisors or representatives with regard to the tax and other economic considerations of an investment in the Interests, and such Member has relied on the advice of only such Member’s advisors.

(5)                Such Member understands that the Interests may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws, or an exemption from registration is available. Such Member agrees that it will not attempt to sell, transfer, assign, pledge or otherwise dispose of all or any portion of the Interests in violation of this Agreement.

(6)                Such Member has adequate means for providing for its current financial needs and anticipated future needs and possible contingencies and emergencies and has no need for liquidity in the investment in the Interests.

(7)                Such Member has significant prior investment experience, including investment in non-listed and non-registered securities. Such Member is knowledgeable about investment considerations and has a sufficient net worth to sustain a loss of such Member’s entire investment in the Company in the event such a loss should occur. Such Member’s overall commitment to investments which are not readily marketable is not excessive in view of such Member’s net worth and financial circumstances and the purchase of the Interests will not cause such commitment to become excessive. The investment in the Interests is suitable for such Member.

(8)                Such Member represents to the Company that the information contained in this subparagraph (h) and in all other writings, if any, furnished to the Company with regard to such Member (to the extent such writings relate to its exemption from registration under the Securities Act) is complete and accurate and may be relied upon by the Company in determining the availability of an exemption from registration under federal and state securities laws in connection with the sale of the Interests.

Section 12.             Sale, Assignment, Transfer or other Disposition .

12.1           Prohibited Transfers . Except as otherwise provided in this Section 12 , Sections 5.2(b) , 15.1 and 15.2 , or as approved by the Management Committee, no Member shall Transfer all or any part of its Interest, whether legal or beneficial, in the Company, and any attempt to so Transfer such Interest (and such Transfer) shall be null and void and of no effect. Notwithstanding the foregoing, either Member shall have the right, with the consent of the other Member, at any time to pledge to a lender or creditor, directly or indirectly, all or any part of its Interest in the Company for such purposes as it deems necessary in the ordinary course of its business and operations.

12.2           Affiliate Transfers .

(a)                 Subject to the provisions of Section 12.2(b) hereof, and subject in each case to the prior written approval of each Member (such approval not to be unreasonably withheld), any Member may Transfer all or any portion of its Interest in the Company at any time to an Affiliate of such Member, provided that such Affiliate shall remain an Affiliate of such Member at all times that such Affiliate holds such Interest. If such Affiliate shall thereafter cease being an Affiliate of such Member while such Affiliate holds such Interest, such cessation shall be a non-permitted Transfer and shall be deemed void ab initio , whereupon the Member having made the Transfer shall, at its own and sole expense, cause such putative transferee to disgorge all economic benefits and otherwise indemnify the Company and the other Member(s) against loss or damage under any Collateral Agreement.

(b)                Notwithstanding anything to the contrary contained in this Agreement, the following Transfers shall not require the approval set forth in Section 12.2(a) :

(1)                Any Transfer by Carroll of up to one hundred percent (100%) of its Interest to any Affiliate of Carroll Parent (a “ Carroll Transferee ”), it being expressly understood and agreed that transfers of ownership interests in Carroll shall not be prohibited as long as at least one of the Key Individuals (collectively or individually) remains actively involved in the operation and management of Carroll (to the extent that it continues to hold, or control, any interest in the Company), Carroll Parent and any Carroll Transferee; and

(2)                Any Transfer by Bluerock or a Bluerock Transferee of up to one hundred percent (100%) of its Interest to any Affiliate of Bluerock, including but not limited to (A) BR Growth or any Person that is directly or indirectly owned by BR Growth; (B) BR SOIF II or any Person that is directly or indirectly owned by BR SOIF II; (C) BR SOIF III or any Person that is directly or indirectly owned by BR SOIF III; (D) BR REIT or any Person that is directly or indirectly owned by BR REIT; or (E) BR Growth II, or any Person that is directly or indirectly owned by BR Growth II (collectively, a “ Bluerock Transferee ”);

provided however, as to subparagraphs (b)(1) and (b)(2), and as to subparagraph (a), no Transfer shall be permitted and shall be void ab initio if it shall violate any “Transfer” provision of the Loan Documents or any applicable Collateral Agreement with third party lenders.

(c)                 Upon the execution by any such Carroll Transferee or Bluerock Transferee of such documents necessary to admit such party into the Company and to cause the Carroll Transferee or Bluerock Transferee (as applicable) to become bound by this Agreement, the Carroll Transferee or Bluerock Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.

(d)                The Transfer of any interest in Manager and any transferee of an interest in Manager shall be recognized and permitted under this Agreement and by the Members, without any further action or authorization by any Member.

12.3           Admission of Transferee; Partial Transfers . Notwithstanding anything in this Section 12 to the contrary and except as provided in Section 5.2(b) , no Transfer of Interests in the Company shall be permitted unless the potential transferee is admitted as a Member under this Section 12.3 :

(a)                 If a Member Transfers all or any portion of its Interest in the Company, such transferee may become a Member if (i) such transferee executes and agrees to be bound by this Agreement, (ii) the transferor and/or transferee pays all reasonable legal and other fees and expenses incurred by the Company in connection with such assignment and substitution and (iii) the transferor and transferee execute such documents and deliver such certificates to the Company and the remaining Members as may be required by applicable law or otherwise advisable; and

(b)                Notwithstanding the foregoing, any Transfer or purported Transfer of any Interest, whether to another Member or to a third party, shall be of no effect and void ab initio , and such transferee shall not become a Member or an owner of the purportedly transferred Interest, if the Management Committee determines in its sole discretion that:

(1)                the Transfer would require registration of any Interest under, or result in a violation of, any federal or state securities laws;

(2)                the Transfer would result in a termination of the Company under Code Section 708(b); provided, however, that any such determination under this Section 12.3(b)(2) shall require the reasonable determination and approval of at least one (1) Representative appointed by Carroll.

(3)                as a result of such Transfer the Company would be required to register as an investment company under the Investment Company Act of 1940, as amended, or any rules or regulations promulgated thereunder;

(4)                if as a result of such Transfer the aggregate value of Interests held by “benefit plan investors” including at least one benefit plan investor that is subject to ERISA, could be “significant” (as such terms are defined in U.S. Department of Labor Regulation 29 C.F.R. 2510.3-101(f)(2)) with the result that the assets of the Company could be deemed to be “plan assets” for purposes of ERISA;

(5)                as a result of such Transfer, the Company would or may have in the aggregate more than one hundred (100) members and material adverse federal income tax consequences would result to a Member. For purposes of determining the number of members under this Section 12.3(b)(5) , a Person (the “ beneficial owner ”) indirectly owning an interest in the Company through a partnership, grantor trust or S corporation (as such terms are used in the Code) (the “ flow-through entity ”) shall be considered a member, but only if (i) substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Company and (ii) in the sole discretion of the Management Committee, a principal purpose of the use of the flow-through entity is to permit the Company to satisfy the 100-member limitation; or

(6)                the transferor failed to comply with the provisions of Sections 12.2(a) or (b) .

The Management Committee may require the provision of a certificate as to the legal nature and composition of a proposed transferee of an Interest of a Member and from any Member as to its legal nature and composition and shall be entitled to rely on any such certificate in making such determinations under this Section 12.3 .

12.4           Withdrawals . Each of the Members does hereby covenant and agree that it will not withdraw, resign, retire or disassociate from the Company, except as a result of a Transfer of its entire Interest in the Company permitted under the terms of this Agreement and that it will carry out its duties and responsibilities hereunder until the Company is terminated, liquidated and dissolved under Section 13 . No Member shall be entitled to receive any distribution or otherwise receive the fair market value of its Interest in compensation for any purported resignation or withdrawal not in accordance with the terms of this Agreement.

Section 13.            Dissolution.

13.1           Limitations . The Company may be dissolved, liquidated and terminated only pursuant to the provisions of this Section 13 , and, to the fullest extent permitted by law but subject to the terms of this Agreement, the parties hereto do hereby irrevocably waive any and all other rights they may have to cause a dissolution of the Company or a sale or partition of any or all of the Company’s assets.

13.2           Exclusive Events Requiring Dissolution . The Company shall be dissolved only upon the earliest to occur of the following events (a “ Dissolution Event ”):

(a)                 the expiration of the specific term set forth in Section 2.5 ;

(b)                at any time at the election of all of the Members in writing;

(c)                 at any time there are no Members (unless otherwise continued in accordance with the Act);

(d)                the entry of a decree of judicial dissolution pursuant to Section 18-802 of the Act; or

(e)                 the Purchase Agreement has not been closed by July 14, 2016.

13.3           Liquidation . Upon the occurrence of a Dissolution Event, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation of the assets of the Company pursuant to the provisions of this Section 13.3 , as promptly as practicable thereafter, and each of the following shall be accomplished:

(a)                 The Management Committee shall cause to be prepared a statement setting forth the assets and liabilities of the Company as of the date of dissolution, a copy of which statement shall be furnished to all of the Members.

(b)                The property and assets of the Company shall be liquidated or distributed in kind under the supervision of the Management Committee as promptly as possible, but in an orderly, businesslike and commercially reasonable manner.

(c)                 Any gain or loss realized by the Company upon the sale of its property shall be deemed recognized and allocated to the Members in the manner set forth in Section 7.2 . To the extent that an asset is to be distributed in kind, such asset shall be deemed to have been sold at its fair market value on the date of distribution, the gain or loss deemed realized upon such deemed sale shall be allocated in accordance with Section 7.2 and the amount of the distribution shall be considered to be such fair market value of the asset.

(d)                The proceeds of sale and all other assets of the Company shall be applied and distributed as follows and in the following order of priority:

(1)                to the satisfaction of the debts and liabilities of the Company (contingent or otherwise) and the expenses of liquidation or distribution (whether by payment or reasonable provision for payment), other than liabilities to Members or former Members for Distributions;

(2)                to the satisfaction of loans made pursuant to Section 5.2(b) in proportion to the outstanding balances of such loans at the time of payment;

(3)                the balance, if any, to the Members in accordance with Section 6.1 .

13.4           Continuation of the Company . Notwithstanding anything to the contrary contained herein, the death, retirement, resignation, expulsion, bankruptcy, dissolution or removal of a Member shall not in and of itself cause the dissolution of the Company, and the Members are expressly authorized to continue the business of the Company in such event, without any further action on the part of the Members.

Section 14.             Indemnification .

14.1           Exculpation of Members . No Member, Manager, Representative or officer of the Company shall be liable to the Company or to the other Members for damages or otherwise with respect to any actions or failures to act taken or not taken relating to the Company, except to the extent any related loss results from fraud, gross negligence or willful or wanton misconduct on the part of such Member, Manager, Representative or officer or the willful breach of any obligation under this Agreement.

14.2           Indemnification by Company . The Company hereby indemnifies, holds harmless and defends the Members, the Manager, the Representatives, the officers and each of their respective agents, officers, directors, members, managers, partners, shareholders and employees from and against any loss, expense, damage or injury suffered or sustained by them (including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim) by reason of or arising out of (i) their activities on behalf of the Company or in furtherance of the interests of the Company, including, without limitation, the provision of guaranties to third party lenders in respect of financings relating to the Company or any of its assets (but specifically excluding from such indemnity by the Company any so called “bad boy” guaranties or similar agreements which provide for recourse as a result of failure to comply with covenants, willful misconduct or gross negligence), (ii) their status as Members, Managers, Representatives, employees or officers of the Company, or (iii) the Company’s assets, property, business or affairs (including, without limitation, the actions of any officer, director, member, manager or employee of the Company or any of its Subsidiaries), if the acts or omissions were not performed or omitted fraudulently or as a result of gross negligence or willful or wanton misconduct by the indemnified party or as a result of the willful breach of any obligation under this Agreement by the indemnified party. For the purposes of this Section 14.2 , officers, directors, members, managers, employees and other representatives of Affiliates of a Member who are functioning as representatives of such Member in connection with this Agreement shall be considered representatives of such Member for the purposes of this Section 14 . Reasonable expenses incurred by the indemnified party in connection with any such proceeding relating to the

foregoing matters shall be paid or reimbursed by the Company in advance of the final disposition of such proceeding upon receipt by the Company of (x) written affirmation by the Person requesting indemnification of its good faith belief that it has met the standard of conduct necessary for indemnification by the Company and (y) a written undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Person has not met such standard of conduct, which undertaking shall be an unlimited general obligation of the indemnified party but need not be secured.

14.3           Indemnification by Members for Misconduct .

(a)                 Carroll hereby indemnifies, defends and holds harmless the Company, Bluerock, each Bluerock Transferee and each of their subsidiaries and their agents, officers, directors, members, managers, partners, shareholders and employees from and against all losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys’ fees) as a result of or arising out of any fraud, gross negligence or willful or wanton misconduct on the part of, or by, Carroll, the Key Individual, any entity controlled directly or indirectly by the Key Individual that directly or indirectly controls Carroll, or any Representative appointed by Carroll.

(b)                Bluerock hereby indemnifies, defends and holds harmless the Company, Carroll, each Carroll Transferee and each of their subsidiaries and their agents, officers, directors, members, managers, partners, shareholders and employees from and against all losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys’ fees) as a result of or arising out of any fraud, gross negligence or willful or wanton misconduct on the part of, or by, Bluerock or any entity controlled directly or indirectly by Bluerock, or any Representative appointed by Bluerock.

14.4           General Indemnification by the Members .

(a)                 Notwithstanding any other provision contained herein, each Member (the “ Indemnifying Party ”) hereby indemnifies and holds harmless the other Members, the Company and each of their subsidiaries and their agents, officers, directors, members, managers, partners, shareholders and employees (each, an “ Indemnified Party ”) from and against all losses, costs, expenses, damages, claims and liabilities (including reasonable attorneys’ fees) as a result of or arising out of (i) any breach of any obligation of the Indemnifying Party under this Agreement, or (ii) any breach of any obligation by or any inaccuracy in or breach of any representation or warranty made by the Indemnifying Party or its Affiliates, whether in this Agreement or in any other agreement with respect to the conveyance, assignment, contribution or other transfer of the Property (or interests therein), assets, agreements, rights or other interests conveyed, assigned, contributed or otherwise transferred to the Company (collectively, the “ Inducement Agreements ”).

(b)                Except as otherwise provided herein or in any other agreement, recourse for the indemnity obligation of the Members under this Section 14.4 shall be limited to such Indemnifying Party’s Interest in the Company; provided, however, that recourse against either Member under its indemnity obligations under this Agreement or otherwise shall be further limited to an aggregate amount equal to the value of such Member’s Interest as determined by and being limited to the then current liquidation value of such Member’s Interest assuming the Company

were liquidated in an orderly fashion and all net proceeds thereof were distributed in accordance with Section 6.

(c)                 The indemnities, contributions and other obligations under this Agreement shall be in addition to any rights that any Indemnified Party may have at law, in equity or otherwise. The terms of this Section 14 shall survive termination of this Agreement.

Section 15.             Sale Rights .

15.1           Push / Pull Rights .

(a)                 Availability of Rights . If, at any time following the second anniversary of the date that the Property is initially acquired, the Members are unable to agree on a Major Decision and such failure to agree has continued for fifteen (15) days after written notice from one Member to the other Member indicating an intention to exercise rights under this Section 15.1 , either Member may exercise its right to initiate the provisions of this Section 15.1 .

(b)                Exercise . The Member wishing to exercise its rights pursuant to this Section 15.1 (the “ Offeror ”) shall do so by giving notice to the other Member (the “ Offeree ”) setting forth a statement of intent to invoke its rights under this Section 15.1 , stating therein the aggregate dollar amount (the “ Valuation Amount ”) that the Offeror would be willing to pay for the assets of the Company 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 any Company 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 Company had sold its assets for the Valuation Amount on the Closing Date and the Company had immediately paid all Company liabilities and Imputed Closing Costs and distributed the net proceeds of sale to the Members in satisfaction of their Interests pursuant to Section 13.3 , 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 Company had sold all of its assets for the Valuation Amount on the Closing Date and the Company had immediately paid all Company liabilities and Imputed Closing Costs and distributed the net proceeds of the sale to the Members in satisfaction of their Interests pursuant to Section 13.3 . 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 Section 15.1(c) , the acquiring Member shall deposit with a mutually acceptable third-party escrow agent a non-refundable earnest money deposit in the amount of two percent (2%) of the amount the selling Member is entitled to receive for its Interest under this Section 15.1 , which amount shall be applied to the purchase price at closing. If the acquiring Member should thereafter fail to consummate the transaction for any reason other than a default

by the selling Member or a refusal by any lender of the Company (or any Subsidiary of the Company) 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 Member, free of all claims of the acquiring Member, as liquidated damages and constituting the sole and exclusive remedy available to the selling Member because of a default by the acquiring Member or (B) the selling Member may, by delivering to the acquiring Member written notice thereof, elect to buy the acquiring Member’s entire Interest for an amount equal to the amount the acquiring Member would have been entitled to receive if the Company had sold all of its assets for the Valuation Amount and the Company had immediately paid all Company liabilities and Imputed Closing Costs and distributed the net proceeds of the sale to the Members in satisfaction of their Interests pursuant to Section 13.3, in which case, the Closing Date therefor shall be the date specified in the selling Member’s notice, and (ii) if the acquiring Member was the Offeror, the non-refundable earnest money deposit for any future election by the acquiring Member to buy the selling Member’s Interest shall be twenty percent (20%) of the amount the selling Member is entitled to receive for its Interest in connection with such future election.

(e)                 Closing . The closing of an acquisition pursuant to this Section 15.1 shall be held on a mutually acceptable date (the “ Closing Date ”) not later than sixty (60) days (or, if the Offeree is the acquiring Member, ninety (90) days) after an election has been made or deemed made under Section 15.1(c) . At such closing, the following shall occur:

(1)                The selling Member shall assign to the acquiring Member or its designee the selling Member’s Interest in accordance with the instructions of the acquiring Member, and shall execute and deliver to the acquiring Member 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

(2)                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 Members set forth in this Section 15.1 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 Member to comply fully with such obligations, and (ii) the uniqueness of the Company’s business and the Members’ relationships. Accordingly, each of such obligations shall be, and is hereby expressly made, enforceable by an order of specific performance.

15.2           Forced Sale Rights .

(a)                 Offers . If, at any time following the second anniversary of the date that the Property is initially acquired, either Member (i) desires to offer the Property for sale on specified terms, or (ii) receives from an unaffiliated purchaser a bona fide written cash offer (i.e., not seller financed) for the purchase of the Property at a price in excess of the then-pending balance due under the Loan and otherwise on terms that such Member desires for the Company, or any Subsidiary that owns the Property (individually or collectively, the “ Ownership Entity ”) to accept (such specified terms or bona fide offer being herein called the “ Offer ”), then the Member desiring

to make or accept the Offer (the “ Initiating Member ”) shall provide written notice of the terms of such Offer (the “ Sale Notice ”) to the other Member (the “ Non-Initiating Member ”).

(b)                Response . The Non-Initiating Member shall have thirty (30) days from the date of the Sale Notice (the “ Response Period ”) to provide written notice to the Initiating Member of whether the Ownership Entity should make or accept the Offer; the failure to timely deliver such notice shall be deemed to constitute an election to accept the Offer and sell such Property on the terms of the Offer.

(c)                 Offer Unacceptable .

(1)                If the Non-Initiating Member does not wish for the Company, or the Ownership Entity, to make or accept the Offer, the Initiating Member may elect to sell its Interest to the Non-Initiating Member, in which case the Non-Initiating Member must purchase the Initiating Member’s Interest for an amount equal to the amount that would be distributable to the Initiating Member if the Company had accepted the Offer, closed the sale pursuant to such Offer and wound up its affairs pursuant to Section 13 .

(2)                For purposes of the foregoing calculations, the purchase price for a sale shall be reduced by Imputed Closing Costs therefor. The Initiating Member must exercise this option, if at all, by delivering written notice thereof to the Non-Initiating Member within twenty (20) days after the end of the Response Period. The Non-Initiating Member shall pay the Company cash for each Ownership Entity or the Initiating Member cash for its Interest, as the case may be. Closing shall take place on or before the date specified in the Sale Notice, but if the Non-Initiating Member is purchasing the Initiating Member’s Interest or one or more Ownership Entities, the Non-Initiating Member shall have until 120 days after the Sale Notice in which to close. If the Initiating Member or the Non-Initiating Member defaults at closing, the non-defaulting party shall have the right to bring suit for damages, for specific performance, or exercise any other remedy available at law or in equity. Upon payment at closing, the Initiating Member shall execute and deliver all documents reasonably required to transfer the interest being sold.

(d)                Offer Acceptable . If the Non-Initiating Member consents (or is deemed to have consented) to the Company or the Ownership Entities selling the Property on the terms of the Offer, then the Initiating Member shall be allowed to sell the Property for cash on the terms of the Offer for a period of up to one hundred eighty (180) days following the expiration of the Response Period. If the Initiating Member obtains a bona fide third party contract to sell the Property on the terms of the offer within such one hundred eighty (180) day period, the Initiating Member shall have an additional period of ninety (90) days after the date of such contract (that is, not to exceed 270 days after the expiration of the Response Period) in which to consummate the sale. If after having received the consent (or deemed consent) of the Non-Initiating Member to the sale of such Property on the terms of the Offer, the Initiating Member is unable to obtain a bona fide contract within such one hundred eighty (180) day period, or if after having obtained such bona fide contract, the Initiating Member is unable to consummate such sale within 270 days after the expiration of the Response Period, then the Initiating Member must again submit an Offer to the Non-Initiating Member under the terms of this Section 15.2 before it may sell such Property.

Section 16.            Miscellaneous.

16.1           Notices .

(a)                 All notices, requests, approvals, authorizations, consents and other communications required or permitted under this Agreement shall be in writing and shall be (as elected by the Person giving such notice) hand delivered by messenger or overnight courier service, mailed (airmail, if international) by registered or certified mail (postage prepaid), return receipt requested, or sent via facsimile (provided such facsimile is immediately followed by the delivery of an original copy of same via one of the other foregoing delivery methods) addressed to:

If to Bluerock:

c/o Bluerock Real Estate, L.L.C.
712 Fifth Avenue, 9 ^th Floor
New York, New York 10019
Attention: James G. Babb, III

Facsimile No. (646) 278-4220]

with copies to:

c/o Bluerock Real Estate, L.L.C.

712 Fifth Avenue, 9 ^th Floor

New York, New York 10022

Attention: Michael Konig, Esq.

Facsimile No. (646) 278-4220

and

Kaplan, Voekler, Cunningham & Frank, PLC

1401 East Cary Street

Richmond, VA 23223

Attention: S. Edward Flanagan, Esq.

Facsimile No. (804) 823-4099

If to Carroll:

c/o Carroll Organization, LLC
3340 Peachtree Road, Suite 1620
Atlanta, Georgia 30326
Attention: M. Patrick Carroll

Facsimile No. (404) 523-9372

With a copy to:

Morris, Manning & Martin LLP
1600 Atlanta Financial Center
3343 Peachtree Road, NE
Atlanta, Georgia 30326
Attention: Corey B. May, Esq.
Facsimile: (404) 365-9532

(b)                Each such notice shall be deemed delivered (i) on the date delivered if by hand delivery or overnight courier service or facsimile, and (ii) on the date upon which the return receipt is signed or delivery is refused or the notice is designated by the postal authorities as not deliverable, as the case may be, if mailed (provided, however, if such actual delivery occurs after 5:00 p.m. (local time where received), then such notice or demand shall be deemed delivered on the immediately following business day after the actual day of delivery).

(c)                 By giving to the other parties at least fifteen (15) days written notice thereof, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses.

16.2           Governing Law; Forum . This Agreement and the rights of the Members hereunder shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, without regard to its conflicts of law provisions. Any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement shall only be brought or otherwise commenced in any state or federal court located in the State of New York. Each of the parties hereto:

(a)                 Expressly and irrevocably consents and submits to the exclusive personal jurisdiction of and venue in each state and federal court located in the State of New York (and each appellate court located in the State of New York), in connection with any such legal proceeding;

(b)                Agrees that each state and federal court located in the State of New York shall be deemed to be a convenient forum; and

(c)                 Agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in any state or federal court located in the State of New York, any claim that it is not subject personally to the jurisdiction of such court, that such legal proceeding has been brought in an inconvenient forum, that the venue for such proceeding is improper or that this Agreement or the subject matter of this Agreement may not be enforced in or by such court.

Each of the parties hereto designates CT Corporation System, 1633 Broadway, New York, New York 10019, as its agent for service of process in the State of New York, which designation may only be changed on not less than ten (10) days’ prior notice to all of the other parties.

16.3           Successors . This Agreement shall be binding upon, and inure to the benefit of, the parties and their successors and permitted assigns. Except as otherwise provided herein, any Member who Transfers its Interest as permitted by the terms of this Agreement shall have no further liability or obligation hereunder, except with respect to claims arising prior to such Transfer.

16.4           Pronouns . Whenever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, the feminine or the neuter gender shall include the masculine, feminine and neuter.

16.5           Captions Not Part of Agreement . The captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope or intent of this Agreement or any provisions hereof.

16.6           Severability . If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction or in any respect, then the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired, and the Members shall use their best efforts to amend or substitute such invalid, illegal or unenforceable provision with enforceable and valid provisions which would produce as nearly as possible the rights and obligations previously intended by the Members without renegotiation of any material terms and conditions stipulated herein.

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

16.8           Entire Agreement and Amendment . This Agreement and the other written agreements described herein between the parties hereto entered into as of the date hereof, constitute the entire agreement between the Members relating to the subject matter hereof. In the event of any conflict between this Agreement and such other written agreements, the terms and provisions of this Agreement shall govern and control. No amendment or waiver by a party shall be enforceable against that party unless it is in writing and duly executed by such party.

16.9           Further Assurances . Each Member agrees to execute and deliver any and all additional instruments and documents and do any and all acts and things as may be necessary or expedient to effectuate more fully this Agreement or any provisions hereof or to carry on the business contemplated hereunder.

16.10       No Third Party Rights . The provisions of this Agreement are for the exclusive benefit of the Members and the Company, and no other party (including, without limitation, any creditor of the Company) shall have any right or claim against any Member by reason of those provisions or be entitled to enforce any of those provisions against any Member.

16.11       Incorporation by Reference . Every Exhibit and Annex attached to this Agreement is incorporated in this Agreement by reference.

16.12       Limitation on Liability . Except as set forth in Section 14 and with respect to a Default Loan as set forth in Section 5.2(b) , the Members shall not be bound by, or be personally liable for, by reason of being a Member, a judgment, decree or order of a court or in any other manner, for the expenses, liabilities or obligations of the Company, and the liability of each Member shall be limited solely to the amount of its Capital Contributions as provided under Section 5 . Except as set forth in Section 14.3 and with respect to a Default Loan as set forth in Section 5.2(b) , any claim against any Member (the “ Member in Question ”) which may arise under

this Agreement shall be made only against, and shall be limited to, such Member in Question’s Interest, the proceeds of the sale by the Member in Question of such Interest or the undivided interest in the assets of the Company distributed to the Member in Question pursuant to Section 13.3(d) hereof. Except as set forth in Section 14.3 and with respect to a Default Loan as set forth in Section 5.2(b) , any right to proceed against (i) any other assets of the Member in Question or (ii) any agent, officer, director, member, manager, partner, shareholder or employee of the Member in Question or the assets of any such Person, as a result of such a claim against the Member in Question arising under this Agreement or otherwise, is hereby irrevocably and unconditionally waived.

16.13       Remedies Cumulative . The rights and remedies given in this Agreement and by law to a Member shall be deemed cumulative, and the exercise of one of such remedies shall not operate to bar the exercise of any other rights and remedies reserved to a Member under the provisions of this Agreement or given to a Member by law. In the event of any dispute between the parties hereto, the prevailing party shall be entitled to recover from the other party reasonable attorney’s fees and costs incurred in connection therewith.

16.14       No Waiver . One or more waivers of the breach of any provision of this Agreement by any Member shall not be construed as a waiver of a subsequent breach of the same or any other provision, nor shall any delay or omission by a Member to seek a remedy for any breach of this Agreement or to exercise the rights accruing to a Member by reason of such breach be deemed a waiver by a Member of its remedies and rights with respect to such breach.

16.15       Limitation On Use of Names . Notwithstanding anything contained in this Agreement or otherwise to the contrary, each of Bluerock and Carroll as to itself agree that neither it nor any of its Affiliates, agents, or representatives is granted a license to use or shall use the name of the other under any circumstances whatsoever, except such name may be used in furtherance of the business of the Company but only as and to the extent unanimously approved by the Members. Any change in the name of the Property must be approved by the Management Committee.

16.16       Publicly Traded Partnership Provision . Each Member hereby severally covenants and agrees with the other Members for the benefit of such Members, that (a) it is not currently making a market in Interests in the Company and will not in the future make such a market and (b) it will not Transfer its Interest on an established securities market, a secondary market or an over-the-counter market or the substantial equivalent thereof within the meaning of Code Section 7704 and the Regulations, rulings and other pronouncements of the U.S. Internal Revenue Service or the Department of the Treasury thereunder. Each Member further agrees that it will not assign any Interest in the Company to any assignee unless such assignee agrees to be bound by this Section 16.16 and to assign such Interest only to such Persons who agree to be similarly bound.

16.17       Uniform Commercial Code . The interest of each Member in the Company shall be an “uncertificated security” governed by Article 8 of the Delaware UCC and the UCC as enacted in the State of New York (the “ New York UCC ”), including, without limitation, (i) for purposes of the definition of a “security” thereunder, the interest of each Member in the Company

shall be a security governed by Article 8 of the Delaware UCC and the New York UCC and (ii) for purposes of the definition of an “uncertificated security” thereunder.

16.18       Public Announcements . Neither Carroll nor any of its Affiliates shall, without the prior approval of Bluerock, issue any press releases or otherwise make any public statements with respect to the Company or the transactions contemplated by this Agreement, except as may be required by applicable law or regulation or by obligations pursuant to any listing agreement with any national securities exchange so long as Carroll or such Affiliate has used reasonable efforts to obtain the approval of Bluerock prior to issuing such press release or making such public disclosure.

16.19       No Construction Against Drafter . This Agreement has been negotiated and prepared by Bluerock and Carroll and their respective attorneys and, should any provision of this Agreement require judicial interpretation, the court interpreting or construing such provision shall not apply the rule of construction that a document is to be construed more strictly against one party.

Section 17.             Insurance . During the Term, Property Manager, pursuant to the terms of the Management Agreement, shall procure and maintain insurance as is determined to be appropriate by the Management Committee (in form and with endorsements, waivers and deductibles and with insurance companies, designated or approved by Bluerock) naming the Company (and the Subsidiary owning the Property), Bluerock and Carroll as insureds thereunder.

[ SIGNATURES ON FOLLOWING PAGES ]

IN WITNESS WHEREOF, this Agreement is executed by the Members, effective as of the date first set forth above.

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

EXHIBIT A

Initial Capital Contributions and Percentage Interests

** Including $372,500 in intangibles allocable to the Property

Management Committee Representatives

Bluerock :

James G. Babb, III

Jordan B. Ruddy

Carroll :

Patrick Carroll

Joshua Champion

EXHIBIT B

Annual Business Plan Information

EXHIBIT C

Management Agreement

Exhibit D

Initial Annual Business Plan

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:

(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 Allocation s. 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.

Exhibit 10.5

AGREEMENT OF PURCHASE AND SALE

THIS AGREEMENT OF PURCHASE AND SALE (this “ Agreement ”) is made as of the 25 ^th day of May, 2016 (the “ Effective Date ”), by and between WATERTON TENSIDE OWNER, L.L.C., a Delaware limited liability company (the “ Seller ”), and CARROLL ACQUISITIONS, LLC, a Georgia limited liability company (the “ Buyer ”).

RECITALS

Seller is the owner of the Property described below. Seller desires to assign and transfer to Buyer, and Buyer desires to purchase from Seller, the Property, subject to and in accordance with the terms, conditions and other provisions of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1.    CERTAIN DEFINITIONS

The following capitalized terms shall have the meanings set forth in this Section 1 for all purposes under this Agreement:

Access Agreement . That certain Confidentiality and License Agreement by and between Buyer and Seller dated as of May 9, 2016.

Additional Earnest Money . Defined in Section 2.3(a) below.

Additional Property. Seller’s right, title and interest in, to and under any licenses, permits, and warranties applicable or appurtenant to the other components of the Property, if any.

Atlanta Development Authority Lease . The term “ Atlanta Development Authority Lease ” shall have the meaning ascribed thereto in subsection 4.2(c)(vi) hereof.

Atlanta Development Authority Lease Documents . The term “ Atlanta Development Authority Lease Documents ” shall have the meaning ascribed thereto in subsection 4.2(c)(vi) hereof.

Atlanta Development Authority Lease and Bond Transfer Documents . The term “ Atlanta Development Authority Lease and Bond Transfer Documents ” shall have the meaning ascribed thereto in subsection 4.2(c)(vii) hereof.

Bond . The term “ Bond ” shall have the meaning ascribed thereto in subsection 4.2(c)(vi) hereof.

Broker . Walker & Dunlop Investment Sales, LLC.

Closing . The consummation of the transactions described herein as more fully described in Section 4 below.

Closing Date . June 29, 2016.

Due Diligence Expiration Date . June 8, 2016.

Due Diligence Period. The period commencing on May 9, 2016 and continuing until 5:00 p.m. Atlanta time on the Due Diligence Expiration Date.

Earnest Money . Defined in Section 2.2(a) below.

Escrow Company . Chicago Title Insurance Company, c/o Fidelity National Title Group, 5565 Glenridge Drive, Suite 300, Atlanta, Georgia 30342, Attn: Chris Valentine (chris.valentine@fntg.com).

Excluded Documents. All (a) correspondence, documents or reports prepared by or for Seller in connection with the proposed sale of the Property, (b) communications between Seller or any affiliate and their attorneys or other agents or representatives, (c) appraisals, assessments or other evaluations of the Real Property or the Property in the possession of Seller or its representatives, and (d) other correspondence, memoranda and documents prepared or intended for the internal use of Seller and/or its representatives.

Excluded Personal Property . The rights to any and all operating systems, operating manuals, software and information associated with or contained in any computers and telephone equipment located at the Real Property or used in connection with the Real Property or the Property (exclusive of the computer and telecommunication equipment and hardware); the rights to any websites or domain names maintained by Seller or Property Manager with respect to the Property; and all mobile shop tools and parts systems.

Improvements . The buildings and other improvements situated on the Land (hereinafter defined), excluding, however, any building or other improvements situated on any easement parcels described in Exhibit A attached hereto.

Indemnified Seller Parties . Defined in Section 3.2(d) below.

Land . The parcel(s) of land legally described in Exhibit A attached hereto.

Leases. Collectively, the Retail Leases and the Residential Leases.

Personal Property . The items of personal property listed on Exhibit C attached hereto, but specifically excluding the Excluded Personal Property.

Property. The Personal Property and all of Seller’s right, title and interest in, to and under the Bond, Atlanta Development Authority Lease, Leases, Service Contracts (hereinafter defined), and Additional Property.

Property Manager . Waterton Residential, L.L.C.

Purchase Price. SEVENTY-FOUR MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($74,500,000.00).

Real Property . The Land and the Improvements.

Residential Leases . All residential leases, licenses, and other agreements to use or occupy all or any part of the Land or Improvements, together with all amendments thereto for those tenants listed on the Rent Roll attached hereto as Exhibit B-1 attached hereto, and any new Residential Leases entered into after the Effective Date in accordance with this Agreement.

Retail Leases . All retail leases, licenses, and other agreements to use or occupy all or any part of the Land or Improvements, together with all amendments thereto for those tenants listed on the Rent Roll attached hereto as Exhibit B-2 attached hereto, and any new Retail Leases entered into after the Effective Date in accordance with this Agreement.

Seller Parties. Collectively, (a) Seller, (b) its counsel, (c) Property Manager, (d) any direct or indirect equity owner, officer, director, employee, or agent of Seller, its counsel or Property Manager, and (e) any other entity or individual affiliated or related in any way to any of the foregoing.

Service Contracts . The service contracts and equipment leases listed in Exhibit D attached hereto.

Termination Surviving Obligations . Buyer’s obligations under Sections 3.1 and 3.2 hereof and Buyer’s and Seller’s obligations under Sections 10 and 14.3 hereof.

Title Company. Chicago Title Insurance Company, c/o Fidelity National Title Group, 5565 Glenridge Drive, Suite 300, Atlanta, Georgia 30342, Attn: Chris Valentine (chris.valentine@fntg.com).

Transaction . The purchase and sale transaction contemplated by this Agreement.

Section 2.    AGREEMENT TO SELL AND PURCHASE: PURCHASE PRICE

Section 2.1            Agreement to Sell and Purchase . Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property, subject to and in accordance with the terms, conditions and provisions hereof.

Section 2.2            Payment of Purchase Price . The total purchase price to be paid by Buyer to Seller for the Property shall be the Purchase Price described in Section 1 above. The Purchase Price shall be payable in the following manner:

(a)                Earnest Money . Buyer shall, within two (2) business days after the Effective Date, deposit with the Escrow Company, as escrow agent, the sum of $500,000 as earnest money (said amount being referred to herein as the “ Initial Earnest Money ”, and, together with the “ Additional Earnest Money ” deposit described below, and all interest accruing thereon, being herein referred to collectively as the “ Earnest Money ”), which shall be in the form of a wire transfer of immediately available funds. Provided that Buyer has not terminated this Agreement pursuant to Section 3.2 below, within two (2) business days after the Due Diligence Expiration Date, Buyer shall increase the Earnest Money to $1,500,000 by depositing with the Escrow Company an additional $1,000,000 by wire transfer of immediately available funds (the “ Additional Earnest Money ”). Upon the expiration of the Due Diligence Period, all of the Earnest Money shall become fully non-refundable and payable to Seller, except as otherwise expressly provided herein. The Earnest Money shall be held and disbursed by the Escrow Company pursuant to the escrow agreement in the form of Exhibit E attached hereto (the “ Escrow Agreement ”), which the parties have executed and delivered simultaneously with the execution and delivery of this Agreement. The Earnest Money shall be invested as provided in said Escrow Agreement, with all interest accruing thereon being deemed part of the Earnest Money for all purposes hereunder. In the event Buyer fails to deliver any portion of the Earnest Money within the time provided in this Agreement, Seller may, prior to Buyer’s deposit of such portion of the Earnest Money with the Escrow Company, at Seller’s option and without limiting any of its other rights or remedies, terminate this Agreement by written notice to Buyer, whereupon any portion of the Earnest Money previously delivered to Escrow Company shall be immediately delivered to Seller, this Agreement shall terminate, and the parties hereto shall have no further obligations to the other except for the Termination Surviving Obligations. If the sale hereunder is consummated in accordance with the terms hereof, the Earnest Money shall be paid to Seller and applied to the Purchase Price to be paid by Buyer at the Closing. In all other instances, the Earnest Money shall be paid to Seller or Buyer as provided in other provisions of this Agreement.

(b)               Balance of Purchase Price . Buyer shall pay to Seller the balance of the Purchase Price, plus or minus net proration credits (as such credits may be determined in accordance with Section 5 and other applicable provisions of this Agreement) and as otherwise adjusted pursuant to the provisions of this Agreement, at Closing by wire transfer of immediately available funds. Such funds must be received by the Escrow Company, and Buyer shall authorize the disbursement thereof to Seller, no later than the time reasonably required by the Escrow Company to deliver the payoff for Seller's loan on the Property prior to the lender's payoff deadline on the Closing Date (the “ Payoff Deadline ”). Notwithstanding the foregoing, if such payoff is delivered to Seller's lender after the Payoff Deadline and Seller is charged additional interest, Buyer shall be responsible for the payment of such additional interest. In anticipation of such occurrence, along with the funds otherwise due by Buyer pursuant to this Agreement, Buyer shall deliver to the Escrow Company prior to Closing the additional funds required to pay interest on Seller's loan after the Payoff Deadline through the business day following the Closing Date (the “ Additional Interest ”); provided, however, that if the amounts due Seller's lender are actually delivered to such lender prior to the Payoff Deadline, or received by Seller's lender thereafter on the Closing Date and Seller is not in fact charged additional interest, the Additional Interest shall be returned to Buyer. Further, notwithstanding anything to the contrary in this Agreement, if on or before the Closing Date Buyer fails to deliver the funds due by Buyer pursuant to this Agreement, Buyer shall be in default of this Agreement.

Section 3.    SELLER’S DELIVERIES; CONDITIONS PRECEDENT

Section 3.1            Seller’s Deliveries. Except for any Excluded Documents, Seller shall provide to Buyer, or make available at the Real Property as specified below, promptly after the date hereof the following items (or copies thereof) relating to the ownership and operation of the Real Property or the Property:

(a)                the Leases and lease files containing related documentation, which shall be made available on-site;

(b)               the Service Contracts;

(c)                existing owner’s title policy;

(d)               existing Survey;

(e)                any plans and specifications relating to the Real Property, in Seller’s possession (if any);

(f)                twelve-month operating statements for 2014, 2015, and a current trailing twelve-month operating statement for 2016;

(g)               current rent roll in Seller’s standard form in use at the Real Property;

(h)               schedule of insurance losses for the prior three (3) years;

(i)                 real estate tax bills for the current and prior year;

(j)                 the Fannie Mae Phase I Environmental Site Assessment, dated November 9, 2011, and the Compliance Status Report Update, dated October 14, 2011;

(k)               the Atlanta Development Authority Lease Documents; and

(l)                 the Bond.

In the event that this Agreement terminates for any reason, Buyer shall promptly return to Seller all written and other physical materials (whether from Seller, Seller’s agents or otherwise) received by Buyer relating to the Real Property and the Property or Seller and all Third Party Reports (hereinafter defined); provided, however, that with respect to the Third Party Reports, same shall be delivered without representation or warranty of any kind, express or implied, Seller acknowledging and agreeing that (i) same were prepared by unaffiliated third parties, and (ii) that Seller shall not be entitled to rely upon such Third Party Reports without the express written consent of the third party that prepared same, which Seller may obtain at its sole cost and expense.

Except as otherwise expressly set forth in this Agreement and in the documents delivered by Seller at Closing, Seller makes no representations or warranties, either expressed or implied, and shall have no liability with respect to the accuracy or completeness of the information, data or conclusions contained in the information provided to Buyer, and Buyer shall make its own independent inquiry regarding the economic feasibility, physical condition and environmental state of the Real Property (and the Property, as applicable) during the Due Diligence Period.

Section 3.2            Inspections and Access . Buyer and its representatives shall be permitted to enter upon the Real Property during business hours upon forty-eight (48) hours’ prior written notice to Seller’s agent, Field Stern via email (field.stern@waterton.com) during the Due Diligence Period to examine, inspect and investigate the Real Property and the Personal Property and all books, records, drawings and other documentation relating thereto in Seller’s possession (collectively, the “ Inspections ”), subject to the terms, conditions and limitations set forth in the following provisions of this Section 3.2 . All of the Inspections shall be conducted at the expense of Buyer without contribution from Seller of any kind or amount.

(a)                Subject to the rights of tenants of the Real Property, Buyer shall have a right to enter the Real Property for the purpose of conducting the Inspections and for no other purpose, provided that in each such instance (i) Buyer notifies Seller’s agent of the intended Inspections not less than 48 hours prior to such entry; (ii) such Inspections are scheduled with Field Stern by electronic mail (field.stern@waterton.com); and (iii) Buyer is in full compliance with Section 3.2(d) hereof. At Seller’s election, a representative of Seller shall be present during any entry by Buyer or its representatives onto the Real Property for conducting said Inspections. Buyer shall take all necessary actions to insure that neither it nor any of its representatives shall interfere with the ongoing operations occurring at the Real Property during the course of performing any such Inspections, including, without limitation, any activities of tenants or other occupants. Buyer shall not cause or permit any mechanics’ liens or other liens to be filed against the Real Property or the Property as a result of the Inspections. Notwithstanding anything set forth herein to the contrary, Buyer shall not be permitted to: (w) perform any Phase II environmental assessments or any other tests that require the physical alteration of the Real Property (including, without limitation, borings or samplings) without the prior written consent of Seller, which may be withheld by Seller in its sole discretion; (x) review any of the Excluded Documents; (y) interview any tenants, owners or other occupants of the Real Property; or (z) discuss employment opportunities with any employees of Seller or Property Manager. Promptly upon (i) receipt of the written request of Seller; or (ii) termination of this Agreement for any reason, Buyer shall deliver to Seller a complete copy of any written studies, reports, tests results or similar documents prepared by or on behalf of Buyer or its agents (collectively, the “ Third Party Reports ”); provided that same shall be delivered without representation or warranty of any kind, express or implied, Seller acknowledging and agreeing that (A) same were prepared by unaffiliated third parties, and (B) that Seller shall not be entitled to rely upon such Third Party Reports without the express written consent of the third party that prepared same, which Seller may obtain at its sole cost and expense.

(b)               Buyer shall have until the Due Diligence Expiration Date in which to conduct its due diligence investigations and analysis of the Real Property and the Property and of all information pertaining to the Real Property and the Property to determine whether the Real Property and the Property is acceptable to Buyer. If during the Due Diligence Period, Buyer so elects, for any reason or no reason, Buyer may, as its sole and exclusive right and remedy, terminate this Agreement by giving written notice of termination to Seller on or before the Due Diligence Expiration Date. If Buyer does not give such notice of termination on or before the Due Diligence Expiration Date, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this

Section 3.2 and this Agreement shall continue in full force and effect. In the event of such termination, the Earnest Money shall be returned to Buyer and neither party shall have any further obligations to the other party hereunder, except for the Termination Surviving Obligations.

(c)                Buyer agrees and covenants with Seller not to disclose to any third party (other than lenders, accountants, equity partners, attorneys and other professionals and consultants working for Buyer in connection with the acquisition of the Real Property and the Property) without Seller’s prior written consent, unless Buyer is obligated by law to make such disclosure (in which case Buyer shall provide concurrent written notice of such mandatory disclosure to Seller), any of the reports or any other documentation or information provided by Seller or Seller’s agents or obtained by Buyer which relates to the Property, the Real Property, or Seller in any way, all of which shall be used by Buyer and its agents solely in connection with the transactions contemplated hereby.

(d)               Buyer agrees to indemnify, defend and hold Seller and its members, managers, partners, trustees, beneficiaries, shareholders, directors, officers, advisors and other agents and their respective employees and affiliates (collectively, the “ Indemnified Seller Parties ”) harmless from and against any and all claims, losses, damages, costs and expense (including, without limitation, attorneys’ fees and court costs) (collectively, the “ Claims ”) suffered or incurred by any of the Indemnified Seller Parties as a result of or in connection with any activities of Buyer (including activities of any of Buyer’s employees, consultants, contractors or other agents, collectively, the “ Buyer Parties ”) conducted pursuant to or in violation of this Section 3.2 or otherwise, including, without limitation, mechanics’ liens, damage to the Real Property or the Property, and injury to persons or property resulting from such activities; provided, however, in no event shall Buyer have any obligation to indemnify any of the Indemnified Seller Parties with respect to Claims arising (x) as a result of Buyer’s mere discovery, without exacerbation, of an existing environmental or other condition on the Real Property; or (y) solely due to the negligence or intentional misconduct of any of the Indemnified Seller Parties. In connection with the foregoing indemnity, in the event that the Real Property or the Property is damaged, disturbed or altered in any way as a result of such activities, Buyer shall promptly restore the Real Property or the Property, as applicable, to its condition existing prior to the commencement of such activities. Furthermore, as set forth herein, Buyer shall deliver to Seller certificates of insurance issued by reputable insurers authorized to do business in the State where the Real Property is located having a rating of at least “A-VII” by A.M. Best Company evidencing (i) worker’s compensation insurance meeting the legally mandated limits of coverage, and (ii) commercial general liability insurance on an occurrence basis with limits of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate (it being understood, however, that the availability of such insurance shall not serve to limit or define the scope of Buyer’s indemnity obligations under this Agreement). Additionally, with respect to any of the Buyer Parties performing environmental assessments, Buyer shall have provided environmental legal liability insurance with limits of at least Two Million Dollars ($2,000,000) per claim. The above required commercial general liability insurance shall not have a deductible of more than Twenty-Five Thousand Dollars ($25,000). The commercial general liability insurance shall be primary and non-contributory as to coverage for claims arising out of or resulting from work undertaken by or on behalf of Buyer. The commercial general liability insurance shall contain a waiver of subrogation in favor of Seller, shall be occurrence-based and shall be maintained in full force and effect until closing of the sale of the Property to Buyer or earlier termination of this Agreement. Such insurance shall name Seller, Waterton Residential, L.L.C., and Waterton Associates L.L.C. as additional insured parties and shall be with companies, with deductibles, and otherwise in a form reasonably acceptable to Seller. Buyer shall deliver to Seller prior to commencing any of the activities described in this Section 3.2 evidence reasonably satisfactory to Seller that the insurance required hereunder is in full force and effect.

Section 3.3            Title. Seller has previously delivered or made available to Buyer for its review, a title commitment (or preliminary title report) covering the Real Property issued by the Title Company (the “ Title Commitment ”), and the existing plat of survey of the Real Property, if any, in Seller’s possession (the “ Existing Survey ”). If Buyer so elects, Buyer may order an update of the Existing Survey (the “ Updated Survey ”) at Buyer’s sole cost and expense. Buyer shall have until 5:00 p.m. Atlanta time on the date that is five (5) business days before the Due Diligence Expiration Date (the “ Title Review Deadline ”) for examination of the Title Commitment and Existing Survey (or the Updated Survey if obtained by Buyer prior to the Title Review Deadline) and the making of any objections thereto, said objections to be made in writing (the “ Objections ”) and delivered to Seller on or before the Title Review Deadline. If Buyer shall have obtained an Updated Survey prior to the Title Review Deadline, such Updated Survey shall be the “ Survey ”, as hereinafter described; otherwise, the Existing Survey shall be the “ Survey ”, as hereinafter described. Buyer shall be deemed to have accepted all exceptions to the Title Commitment and the form and substance of the Survey, except only for matters expressly objected to in a written notice delivered to Seller on or before the Title Review Deadline. If any objections to the Title Commitment or Survey are properly made on or before the Title Review Deadline, Seller shall have the right, but not the obligation (except with respect to the Mandatory Cure Items, as described below), on or before the date that is five (5) business days after receipt of the Objections (the “ Seller Cure Date ”), to cure such Objections (by removal or by endorsement or other method reasonably acceptable to Buyer) or to agree in writing to cure the same prior to Closing. If the Objections are not so cured by Seller (or agreed to be cured by Seller), or waived by Buyer, on or before the Seller Cure Date, then Buyer may, at its option, and as its sole and exclusive right and remedy, terminate this Agreement by written notice thereof delivered to Seller on or before the date (the “ Election Date ”) that is the earlier to occur of the Due Diligence Expiration Date or five (5) days after the Seller Cure Date. If Buyer does not give such notice of termination on or before the Election Date, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 3.3 and this Agreement shall continue in full force and effect. In the event of such termination, the Earnest Money shall be returned to Buyer and neither party shall have any further obligations to the other party hereunder, except for the Termination Surviving Obligations. Notwithstanding the foregoing, Seller agrees to pay off at Closing Seller’s mortgage loans encumbering the Property and any and all judgment liens, tax liens and mechanics’ and materialmens’ liens caused by, through, or under Seller, and to cause the mortgage evidencing such loans and all such liens, if any, to be removed from the Title Commitment (the “ Mandatory Cure Items ”). Notwithstanding anything to the contrary contained herein, at or prior to Closing, Seller shall record a Covenant Regarding Condominium Conversion against the Real Property in the form attached hereto as Exhibit F (the “ Covenant ”) subject to any reasonable and non-substantive revisions requested by Buyer’s lender and reasonably approved by Seller. Buyer acknowledges and agrees that the Covenant will be an exception on Buyer’s Title Commitment, which Buyer is obligated to accept as a title matter.

Section 3.4            New Title Matters . At any time prior to Closing, Buyer shall have the right to obtain an updated Title Commitment. If after the effective date of the most-recently updated Title Commitment new adverse matters are revealed by any update of the Title Commitment (collectively, “ New Matters ”), Buyer shall have the right to submit to Seller additional Objections, provided that such new Objections must be submitted by Buyer on or prior to the date that is the earlier to occur of (a) the Closing Date, or (b) the date that is five (5) days after Buyer’s receipt of such update, as applicable. If Buyer timely notifies Seller in writing of such New Matters, Seller, in Seller’s sole discretion, may, but shall have no obligation to, cure such New Matters on or prior to Closing. Seller shall be deemed to have given notice to Buyer that Seller refuses to cure any such New Matters, which Seller may so do in its sole discretion, unless Seller, within five (5) days after receipt of Objections from Buyer, shall deliver a notice indicating whether Seller will attempt to cure (whether by removal or by endorsement or other method reasonably acceptable to Buyer) or refuses to cure such New Matters. If Seller’s notice indicates that Seller refuses to cure said New Matters (or if Seller is deemed to refuse to cure said New Matters), Buyer may (a) terminate this Agreement within two (2) business days after (i) receipt of such notice from Seller, or (ii) if no such notice is given by Seller, the date that Seller is deemed to have given notice that Seller refuses to cure such New Matters (which shall be deemed to have occurred on the date that is five (5) days after receipt of Buyer’s Objections to the New Matters), and in either event the Earnest Money shall be returned to Buyer, and neither party shall have further rights or obligations pursuant to this Agreement, except for the Termination Surviving Obligations; or (b) if Buyer fails to so terminate, Buyer shall be deemed to have waived such New Matters and shall accept the Real Property and the Property subject thereto, in which event there shall be no reduction in the Purchase Price. If applicable, the Closing shall be extended to provide Seller and Buyer with the full response periods provided in this Section 3.4 .

Section 3.5            Approvals Not a Condition to Buyer’s Performance . Subject to Buyer’s right to terminate this Agreement prior to the expiration of the Due Diligence Period in accordance with the terms of Section 3.2(b) hereof, Buyer acknowledges and agrees that its obligation to perform under this Agreement is not contingent upon Buyer’s ability to obtain any (a) governmental or quasi-governmental approval of changes or modifications in use or zoning, (b) modification of any existing land use restriction, or (c) mortgage financing.

Section 3.6            Closing Conditions . The obligation of Buyer to close the transaction which is the subject of this Agreement is subject to the fulfillment as of the Closing Date of each of the following conditions, unless any unfulfilled condition is waived in writing by Buyer:

(i)                 Delivery from Seller to Buyer of a written consent from the Atlanta Development Authority to the assignment and assumption of the Atlanta Development Authority Lease Documents and the Bond from the “Issuer” and the “Trustee” (as such terms are defined in the Atlanta Development Authority Lease Documents) by Buyer pursuant to the terms of this Agreement or other written evidence that no such consent is required for such assignment and assumption (the “ ADA Consent ”). Buyer shall reasonably cooperate with Seller in its efforts to obtain the ADA Consent;

(ii)               Delivery from Seller to Buyer of an estoppel executed by the Atlanta Development Authority in the form attached hereto as Schedule 3.6(ii) (the “ ADA Estoppel ”) or in such other customary and reasonable form executed by the Atlanta Development Authority pursuant to Section 13.14 of the Atlanta Development Authority Lease. Buyer shall reasonably cooperate with Seller in its efforts to obtain the ADA Estoppel;

(iii)             Delivery from Seller to Buyer, if and to the extent required by Buyer’s lender, subordination, non-disturbance and attornment agreements executed by Three Dollar Café, Atlanta’s Best Burgers (5 Guys) and Zen on Ten substantially in the respective, reasonable forms requested by Buyer’s lender and delivered from Buyer to Seller prior to the expiration of the Due Diligence Period; and

(iv)             Delivery from Seller to Buyer of an estoppel certificate executed by each of Three Dollar Café, Atlanta’s Best Burgers (5 Guys) and Zen on Ten substantially in the form attached hereto as Schedule 3.6(iii) , provided Buyer delivers the completed forms of estoppel certificates to Seller prior to the expiration of the Due Diligence Period.

If any conditions precedent set forth above are not satisfied as of the date specified for satisfaction, Buyer may either (a) waive satisfaction of such condition(s) and proceed to Closing or (b) terminate this Agreement by delivering written notice to Seller in which event the Earnest Money shall be promptly returned to Buyer and neither party shall have any further obligations to the other party hereunder except for the Termination Surviving Obligations.

Section 4.    CLOSING

Section 4.1            Time and Place. The Closing shall be administered by the Escrow Company through an assignment and money escrow closing (also referred to as a so-called “New York style” closing) on the Closing Date.

Section 4.2            Deliveries . At Closing Seller and Buyer shall execute and deliver the following items:

(a)                Seller shall deliver to the Escrow Company (for delivery to Buyer upon Closing):

(i)                 the Covenant in the form of Exhibit F attached hereto;

(ii)               the Assignment and Transfer of Bond in the form of Exhibit G-1 attached hereto, assigning and transferring to Buyer all of Seller’s right, title and interest in and to the Bond;

(iii)             an Allonge to Bond R-1 in the form of Exhibit G-2 attached hereto;

(iv)             a bill of sale in the form of Exhibit H attached hereto, conveying to Buyer all of Seller’s right, title and interest in and to the Personal Property;

(v)               a non-foreign transferor certification as required under Section 1445 of the Internal Revenue Code;

(vi)             evidence of Seller’s authority to consummate the transactions described herein, as required by the Title Company;

(vii)           evidence that Seller is a Georgia resident for purposes of O.C.G.A. § 48-7-128 or that Seller is otherwise exempt from the withholding requirements of O.C.G.A. § 48-7-128 or that such requirements are not applicable. Absent any such evidence of exemption or that such requirements are not applicable, Buyer shall withhold as and to the extent required by Georgia law;

(viii)         an affidavit regarding brokers in the form of Exhibit L attached hereto;

(ix)             a lien waiver executed by Broker in the form of Exhibit M attached hereto; and

(x)               an opinion letter, at the sole cost and expense of Seller, as required by the Atlanta Development Authority in connection with the transfer of the Bond contemplated in this Agreement, provided, Buyer shall execute and deliver to Seller a certificate as to factual matters that may be required by Seller’s counsel in connection with such opinion (the “ Opinion Certificate ”).

(b)               Buyer shall pay or deliver to the Escrow Company (for delivery to Seller upon Closing):

(i)                 the balance of the Purchase Price by wire transfer, as provided in Section 2.2 hereof;

(ii)               evidence of Buyer’s authority to consummate the transactions described herein, as required by the Title Company;

(iii)             an affidavit regarding brokers in the form of Exhibit N attached hereto;

(iv)             a lien waiver executed by Broker in the form of Exhibit O attached hereto; and

(v)               the Opinion Certificate executed by Buyer.

(c)                Seller and Buyer shall jointly deliver to the Escrow Company (for delivery to each other upon Closing):

(i)                 the Assignment and Assumption of Leases in the form of Exhibit I attached hereto, whereby Seller assigns to Buyer and Buyer assumes all of Seller’s right, title, interests, duties, obligations and liabilities under the Leases;

(ii)               the Assignment and Assumption of Contracts and Additional Property in the form of Exhibit J attached hereto, whereby Seller assigns to Buyer and Buyer assumes all of Seller’s assignable rights, title, interests, duties, obligations and liabilities under and with respect to the Service Contracts and Additional Property;

(iii)             a closing statement describing all prorations and other applicable credits pursuant to this Agreement in form and substance reasonably acceptable to Buyer and Seller;

(iv)             all transfer declarations, affidavits of value or similar documentation required by law;

(v)               notices to each of the tenants of the Real Property in the form of Exhibit K attached hereto;

(vi)             the Assignment and Assumption of Lease Documents and Option Rights in the form of Exhibit P-1 attached hereto, assigning to Buyer all of Seller’s right, title and interest in and to the following documents and agreements executed in connection with the issuance of that certain revenue bond identified as The Atlanta Development Authority Taxable Lease Purchase Revenue Bond (Tivoli Tenside Project) Series 2009 in the principal amount of $70 million (the “ Bond ”): (1) the Lease Agreement dated as of December 1, 2009, between Seller (as assignee of and successor in interest to Ten Side Holdings, LLC, a Georgia limited liability company (the “ Original Bond Purchaser ”) and the Atlanta Development Authority, a public body corporate and politic of the State of Georgia (the “ Issuer ”), and the Memorandum of Lease dated as of December 29, 2009, between Seller (as assignee of and successor-in-interest to the Original Bond Purchaser) and the Issuer, recorded on December 30, 2009, in the Official Records of the Superior Court of Fulton County, Georgia in Deed Book 48667, Page 521, demising the Real Property (collectively, the “ Atlanta Development Authority Lease ”); and (2) the Memorandum of Agreement Regarding Lease Structure and Valuation of Leasehold Interest (Ten Side Holdings, LLC) dated February 9, 2010, among the Issuer, Seller (as assignee of and successor in interest to the Original Bond Purchaser), and Fulton County Board of Assessors (the “ Memorandum ”), as such Atlanta Development Authority Lease and the Memorandum have been assigned to Seller pursuant to that certain Assignment and Assumption of Lease Documents and Option Rights dated as of August 24, 2011, between Original Bond Purchaser and Seller, recorded on August 25, 2011, in the Official Records of the Superior Court of Fulton County, Georgia in Deed Book 50326, Page 652 (the Atlanta Development Authority Lease and the Memorandum, as so assigned, collectively, the “ Atlanta Development Authority Lease Documents ”);

(vii)           the Assignment and Assumption of Bond Documents in the form of Exhibit P-2 attached hereto, assigning to Buyer all of Seller’s right, title and interest in and to the following documents and agreements executed in connection with the issuance of the Bond: (1) the Bond Purchase Agreement, dated as of December 1, 2009, among Issuer, Seller, in its capacity as purchaser thereunder (as assignee of and successor in interest to the Original Bond Purchaser), and Seller, in its capacity as lessee under the Atlanta Development Authority Lease (as assignee of and successor-in-interest to the Original Bond Purchaser), (2) the Guaranty Agreement, dated as of December 1, 2009, between Seller (as assignee of and successor in interest to the Original Bond Purchaser) and The Bank of New York Mellon Trust Company, N.A., as Trustee (“ Trustee ”), and (3) the Home Office Payment Agreement, dated as of December 1, 2009, among the Issuer, Trustee, and Seller, in its capacity as purchaser thereunder (as assignee of and successor in interest to the Original Bond Purchaser) (collectively, the “ Bond Documents ”), and pursuant to which Buyer shall assume certain of Seller’s obligations under the Bond Documents (the Assignment and Assumption of Lease Documents and Option Rights, the Assignment and Transfer of Bond, the Allonge to Bond R-1, and the Assignment and Assumption of Bond Documents referenced in subsections 4.2(a)(i) and (ii) hereof, subsection 4.2(c)(vi), and this subsection 4.2(c)(vii) are herein collectively referred to as the “ Atlanta Development Authority Lease and Bond Transfer Documents ”);

(viii)         notices to the other party to each Service Contract assumed by Buyer pursuant to this Agreement, in a form reasonably acceptable to Seller and Buyer.

(d)               Seller shall deliver to the Escrow Company:

(i)                 A title or owner’s affidavit as may be reasonably required by the Title Company in connection with the issuance of the title policy to Buyer at Closing;

(ii)               Such other documentation as is reasonably required by the Title Company to remove or satisfy applicable requirements or other Objections which Seller is obligated to cure pursuant to Section 3 above; and

(iii)             Any tax-related documentation as required in the jurisdiction in which the Real Property is located in connection with the transfer of real property and such other tax-related documentation (including, without limitation, a 1099-S Information sheet) as may be reasonably required by the Title Company in connection with its performance of its duties as the “Designated Representative” with respect to the transaction contemplated by this Agreement.

(e)                Simultaneously with the Closing Seller shall deliver to the Buyer at the Real Property: (i) copies of all books, records, warranties, guaranties, certificates of occupancy, plans, specifications, lease files, credit reports and other documents related to the ownership, construction, operation and leasing of the Property, in Seller’s possession, except to the extent that any such items are Excluded Documents; (ii) originals (or copies to the extent originals are unavailable) of the Leases; and (iii) all keys, combinations and other similar items required to properly deliver possession and control of the Property to Buyer.

Section 5.    PRORATIONS

All items of income and expense applicable to the Real Property or the Property shall be paid, prorated or adjusted as of the close of business on the day prior to the Closing Date in the manner hereinafter set forth:

Section 5.1            Real Estate Taxes and Assessments. Real estate and personal property taxes and assessments due and payable with respect to the Real Property or the Property in the calendar year in which the Closing occurs, together with any costs incurred by Seller in protesting such taxes or the assessments on the Real Property or the Property if such protest shall apply to the calendar year in which the Closing occurs, shall be prorated on a cash basis and not on an accrual basis based on the portion of the calendar year which has elapsed prior to the Closing Date. If the amount of the real estate tax bill for the year in which the Closing occurs has not been determined as of Closing, the proration credit shall be based on the most recent ascertainable taxes and such proration shall be reprorated upon issuance of the final tax bill. There shall be no proration of any real estate taxes or assessments which become due and payable after the calendar year in which the Closing occurs, and Buyer shall be solely responsible for paying all tax bills for the Real Property and the Property which are due and payable after the Closing. Seller shall also give Buyer a credit for any special assessments against the Real Property or the Property which are due and payable prior to Closing, and Buyer shall be responsible for all special assessments due and payable on or after the Closing. If, after the Closing, Buyer or Seller receives (in the form of a refund, credit, or otherwise) any amounts as a result of a real property tax contest, appeal, or protest (a “ Protest ”), such amounts will be applied as follows: first, to reimburse Buyer or Seller, as applicable, for all costs incurred in connection with the Protest; and second to Seller to the extent that such Protest covers the period prior to the Closing Date and to Buyer to the extent that such Protest covers the period from and after the Closing Date.

Section 5.2            Rent . All rent and other amounts paid by the tenants under the Leases (collectively, “ Rent ” ), for the month of Closing shall be prorated as of the Closing Date based on the respective number of days of ownership of Seller and Buyer for such month; provided, however, that neither Buyer nor Seller shall receive credit at Closing for any Rent that is past due (the “ Past Due Rent ” ) . Following the Closing, if Buyer or Seller receives any payment from any tenant for which Past Due Rent is outstanding, such payment shall be distributed in the following order of priority: (a) first, to Buyer for Rent then due and payable by such tenant under its Lease which accrues on or after the Closing Date, (b) next, on a prorated basis to Buyer and Seller for Rent due and payable by such tenant under its Lease which accrues in the month in which the Closing Date occurs, and (c) then, after payment in full of all such amounts then due and payable to Buyer from such tenant, to Seller to the extent of all Past Due Rent owed by such tenant, together with interest and late charges, if applicable. If any Past Due Rent is not paid to Seller within sixty (60) days after Closing, Seller shall have the right during the initial six (6) month period immediately following the Closing Date, to attempt to effect collection by litigation or otherwise so long as Seller does not take any action to terminate the tenant's lease or right to possession. Buyer shall cooperate with Seller in its efforts to collect Past Due Rent but shall not be required to incur any cost with respect to such cooperation or take any action against any tenant to terminate the tenant's lease or right to possession.

Section 5.3            Security Deposits . Buyer shall receive a credit at Closing for all refundable security deposits and other refundable deposits (if any) paid to Seller under the Leases to the extent that such deposits have not been applied by Seller to cure tenants’ defaults. Seller shall retain, and Buyer shall not receive any credit for, any non-refundable tenant fees, including, without limitation, payments made under the Sure Deposit or Lease Protect programs, cleaning fees, redecorating fees and pet fees.

Section 5.4            Utilities . Utility meters for utility services payable by Seller and not directly metered to tenants shall be read on or immediately prior to the Closing Date, if possible, and the amounts due as disclosed by such readings shall be paid by Seller or credited to Buyer. Otherwise all utility charges and billings shall be prorated using the prior month’s bill as of the Closing Date and shall be reprorated upon receipt of actual bills for the period in question. Seller shall retain, and Buyer shall not receive any credit for, any utility deposits or deposits with governmental or quasi-governmental authorities.

Section 5.5            Expenses . Except as otherwise expressly provided in this Agreement (concerning taxes, assessments and utility charges), operating expenses of Seller or Property Manager for the Real Property and the Property shall be payable by Seller and Buyer on an accrual basis in accordance with the parties’ respective periods of ownership so that Seller pays all expenses accruing prior to the Closing Date and Buyer pays all expenses accruing on or after the Closing Date.

Section 5.6            Lump Sum Payments from Vendors . Under no circumstances shall Buyer be entitled to receive any portion of any lump sum, inducement or similar payments made to Seller (or Seller’s predecessor owners) by cable or other utility companies or other vendors in exchange for the right of those companies or vendors to install equipment or provide services or other benefits to the Real Property or the Property or its tenants.

Section 5.7            Leasing Costs. Any costs and leasing commissions due under leases entered into prior to the Effective Date and due prior to the Closing Date shall be paid by Seller prior to Closing.

Section 5.8            Atlanta Development Authority Lease Documents – Rent . All rent and other amounts paid or payable by Seller, as tenant, under the Atlanta Development Authority Lease Documents, for the month of Closing shall be prorated as of the Closing Date based on the respective number of days of ownership of Seller and Buyer for such month.

Section 5.9            Miscellaneous. In the event any prorations or computations made under this Section 5 are based on estimates or prove to be incorrect, then either party shall be entitled to an adjustment to correct the same, provided that it makes written demand on the party from whom it is entitled to such adjustment within ninety (90) days after the end of the calendar year in which the Closing occurs (except with respect to Taxes, which adjustment must occur, if at all, within ninety (90) days after the actual Taxes are determined). For purposes of calculating the prorations provided for in this Agreement, Buyer shall be deemed to be the owner of the Property on the Closing Date.

Section 6.    SELLER’S REPRESENTATIONS AND WARRANTIES

Section 6.1            List of Representations and Warranties . Seller hereby represents and warrants to Buyer as follows:

(a)                Authority; Organization; Employees . Seller has the legal power, right and authority to enter into this Agreement and to consummate the transactions contemplated hereby. Seller is a duly organized and validly existing limited liability company, is in good standing in Delaware and is authorized to transact business in the State of Georgia. There are no employees of the Real Property or Seller who will become employees of Buyer or for which Buyer shall become responsible as an employer in any way. There are no collective bargaining agreements, other union contracts of any nature, pension plans or other benefit plans of any nature in existence to which Seller is a party and which affect the Real Property or the Property or the operation thereof.

(b)               Conflicts . Neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated conflict with or result in the material breach of any terms, conditions or provisions of or constitute a default under, any bond, note, or other evidence of indebtedness or any agreement to which Seller is a party. Except as set forth in this Agreement, no order, permission, consent, approval, license, authorization, registration or validation of, or filing with, or exemption by, any governmental agency or public authority is required to authorize, or is required in connection with, the execution, delivery and performance of this Agreement by Seller or the taking by Seller of any action contemplated by this Agreement.

(c)                Residential Leases; Rent Roll . To Seller’s knowledge (1) the rent roll attached hereto as Exhibit B-1 is true, correct and complete in all material respects, (2) the Residential Leases to which Buyer was given access to at the Real Property were true, correct and complete copies thereof, (3) Seller is not in default of any of its obligations as “Landlord” under any of the Residential Leases, and (4) the receivables report Seller provided to Buyer is the form of report Seller relies on in considering tenant delinquencies at the Real Property. There are no locator fees, leasing or brokerage commissions due and payable with respect to any of the Residential Leases for tenants under Residential Leases in occupancy prior to Closing Date which Seller has not paid (or will not have paid) prior to the Closing Date. All such fees associated with tenants commencing occupancy pursuant to a Residential Lease post-closing will be the obligation of Buyer.

(d)               Retail Leases; Rent Roll . To Seller’s knowledge (1) the rent roll attached hereto as Exhibit B-2 is true, correct and complete in all material respects, (2) the Retail Leases to which Buyer was given access to at the Real Property were true, correct and complete copies thereof together with all amendments and other modifications thereto, and are in full force and effect, (3) except as otherwise disclosed to Buyer in connection with Three Dollar Café, Seller is not in default of any of its obligations as “Landlord” under any of the Retail Leases, (4) Seller has completed all work to be performed by landlord under any Retail Lease, and no tenant under any Retail Lease is entitled to any tenant improvement allowance, (5) there are no subleases or assignments of the Retail Leases other than those delivered or made available to Buyer pursuant to this Agreement, (6) except as otherwise disclosed to Buyer in connection with Three Dollar Café, Seller has not received written notice from any tenant under any of the Retail Leases exercising any termination right, termination option or other contraction right under such tenant’s Retail Lease, or contesting any amounts currently due and payable under such tenant’s Retail Lease which has not been resolved prior to the date hereof, and (7) the receivables report Seller provided to Buyer is the form of report Seller relies on in considering tenant delinquencies at the Real Property. There are no outstanding commissions due and payable to any third party broker with respect to the Retail Leases for which Buyer shall have any responsibility on or after the Closing Date.

(e)                Service Contracts. To Seller’s knowledge, attached hereto as Exhibit D is a complete and accurate list of the Service Contracts and equipment leases which apply to the operation of the Real Property and will be binding on Buyer after the Closing. To Seller’s knowledge, all of the copies of the Service Contracts delivered by Seller to Buyer are true, correct and complete copies thereof, and Seller has not received any written notice from any third party of any defaults under any of the Service Contracts, nor is Seller aware of any defaults by any such third party.

(f)                Violations of Laws. To Seller’s knowledge, except as set forth on Schedule 6.1(e) attached hereto, Seller has not received any written notice that the Real Property is currently in violation of any applicable zoning, building, fire or other safety laws or regulations (specifically excluding any environmental matters, none of which are not intended to be covered by this Agreement).

(g)               Litigation . To Seller’s knowledge, except as set forth on Schedule 6.1(f) attached hereto, no litigation has been served upon Seller, or threatened in writing, with respect to Seller or the Real Property or the Property that remains outstanding and which would adversely affect Seller’s ability to convey the Real Property or the Property, or Buyer’s ability to operate the Real Property or the Property after Closing.

(h)               Eminent Domain. Seller has not received any written notice of any pending eminent domain, condemnation proceedings, or other governmental taking of the Real Property or any part thereof and, to Seller’s knowledge, no such proceedings have been threatened.

(i)                 No Options/Rights of First Refusal . Seller has granted no options, rights of first refusal or any other right to acquire any interest in the Real Property or the Property to any party, other than granting occupancy rights to tenants pursuant to the Leases.

(j)                 Atlanta Development Authority Lease Documents . To Seller’s knowledge, Seller has delivered or made available to Buyer copies of all of the Atlanta Development Authority Lease Documents and the Bond Documents in Seller’s possession and, to Seller’s knowledge, Seller is not aware of any Atlanta Development Authority Lease Documents or Bond Documents that Seller did not deliver or make available to Buyer.

Section 6.2            Survival. The representations and warranties of Seller set forth in this Agreement shall be deemed remade as of Closing, provided that Seller may give Buyer on or before the Closing Date one or more notices of any modifications (each a “ Statement of Modifications ”) to such representations and warranties which arise after the date hereof, and said representations and warranties as so remade and modified shall survive Closing for a period of six (6) months after the Closing Date (the “ Survival Period ”), after which all of the representations and warranties of Seller shall become void and of no further force or effect, except for Seller’s representations and warranties concerning its authority in Section 6.1(a) , which shall survive Closing without limitation on duration. In the event Buyer is either (i) notified by Seller prior to Closing, or (ii) otherwise obtains knowledge prior to Closing that any representation or warranty of Seller in this Agreement is materially untrue or incorrect in any material respect (including in a Statement of Modifications), and in either event Seller does not (y) agree to either cure the untrue or incorrect representation or warranty prior to Closing, or (z) give Buyer a credit at Closing for the lesser of the cost to cure such untrue or incorrect representation or warranty, or the actual out of pocket damages suffered by Buyer due to such untrue or incorrect representation or warranty, Buyer shall have the right, as its sole and exclusive remedy, to either (a) terminate this Agreement, in which event the Earnest Money shall be promptly returned to Buyer and neither party shall have any further obligations to the other party hereunder except for the Termination Surviving Obligations, or (b) to close and take title to the Real Property and the Property notwithstanding that such representation or warranty is untrue or incorrect, and Buyer shall be deemed to have waived any rights or remedies against Seller because of such untrue or incorrect representation or warranty. The provisions of this Section 6.2 shall survive the Closing.

Section 6.3            Definition of Knowledge . As used in this Section 6 or other provisions of this Agreement, the term “ to Seller’s knowledge ” or “ best of Seller’s knowledge ” or any other reference to the knowledge of Seller (a) shall mean and apply to the actual knowledge of Lela Cirjakovic, the Executive Vice President of Operations (the “ Knowledge Individual ”) and not to any other persons or entities, (b) shall mean the actual (and not implied or constructive) knowledge of such individual, without any duty on such individual to conduct any investigation or inquiry of any kind, other than such investigation or inquiry that would otherwise be regularly made in connection with the performance of his or her respective duties in his or her above-referenced capacities, and (c) shall not apply to or be construed to apply to information or material which may be in the possession of Seller generally or incidentally, but which is not actually known to the Knowledge Individual. Similarly, any reference to any written notice, claim, litigation, filing or other correspondence or transmittal to Seller set forth herein shall be limited to refer to only those actually received by or known to the Knowledge Individual in the limited manner provided in clauses (a) - (c) above. Under no circumstances shall the Knowledge Individual have any personal obligations or liabilities under this Agreement or otherwise. The provisions of this Section 6.3 shall survive the Closing.

Section 6.4            Limitations Concerning Buyer’s Knowledge . Notwithstanding anything contained in this Agreement to the contrary, all of the representations, warranties and certifications(collectively, the “ Representations ”) which are made by Seller and set forth herein or in any of the documents or instruments required to be delivered by Seller hereunder, shall be subject to the following conditions and limitations: (a) there shall be no liability on the part of Seller for any breach of a Representation arising from any matter or circumstance of which Buyer had actual knowledge at Closing (including matters and circumstances described in any Statement of Modifications); (b) in the event that prior to the time of Closing, during the course of Buyer’s inspections, studies, tests and investigations conducted pursuant to Section 3.2 hereof, or through other sources (including any Statement of Modifications), Buyer gains actual knowledge of a fact or circumstance which, by its nature, indicates that a Representation was or has become materially untrue or incorrect in any material respect, and such fact or circumstance was not intentionally withheld from Buyer by Seller with the intent to defraud Buyer and in either event Seller does not either (y) agree to cure the untrue or incorrect representation or warranty prior to Closing, or (z) give Buyer a credit at Closing for the lesser of the cost to cure such untrue or incorrect representation or warranty, or the actual out of pocket damages suffered by Buyer due to such untrue or incorrect representation or warranty, then Buyer shall not have the right to bring any lawsuit or other legal action against Seller, nor pursue any other remedies against Seller, as a result of the breach of the Representation caused thereby, but Buyer’s sole and exclusive right and remedy shall be to terminate this Agreement, in which event the Earnest Money shall be returned to Buyer and neither party shall have any further obligations to the other party hereunder, except for the Termination Surviving Obligations. Without limiting Section 15.6 or any other provision hereof, the parties hereto expressly acknowledge and agree that none of Seller’s representations, warranties or covenants herein may be relied on by the Title Company or Escrow Company, whether by subrogation or otherwise. The provisions of this Section 6.4 shall survive the Closing.

Section 6.5            Other Limitations . Notwithstanding anything to the contrary set forth in this Agreement or in any other agreement or document delivered in connection herewith, Seller shall have no liability whatsoever to Buyer for a breach of any representation, warranty, covenant agreement or other requirement or provision hereof or thereof unless (i) the valid claims for all such breaches collectively aggregate to more than Fifty Thousand Dollars ($50,000), in which event the full amount of such valid claims shall be actionable up to, but not in excess of, Nine Hundred Fifty-Five Thousand One Hundred Twenty-Eight Dollars ($955,128) (the “ Cap ” ) in the aggregate for all liability, and (ii) written notice containing a description of the specific nature of such breach shall have been given by Buyer to Seller prior to the end of the Survival Period and an action shall have been commenced by Buyer against Seller within nine (9) months after the Closing Date. In no event shall Seller be liable for any incidental, consequential or punitive damages, or for any damages in excess of the Cap, except as otherwise expressly provided in this Agreement. The provisions of this Section 6.5 shall survive the Closing.

Section 7.    AS-IS AND RELEASE

Section 7.1            AS-IS . EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE DOCUMENTS DELIVERED BY SELLER AT CLOSING, BUYER WARRANTS AND ACKNOWLEDGES TO AND AGREES WITH SELLER THAT BUYER IS PURCHASING THE PROPERTY IN ITS "AS-IS, WHERE IS" CONDITION "WITH ALL FAULTS" AS OF THE CLOSING DATE AND SPECIFICALLY AND EXPRESSLY WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES, EITHER EXPRESS OR IMPLIED, AS TO ITS CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, OR ANY OTHER WARRANTY OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM OR ON BEHALF OF SELLER. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE DOCUMENTS DELIVERED BY SELLER AT CLOSING, SELLER SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE REAL PROPERTY OR THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE REAL PROPERTY OR THE PROPERTY, (C) THE SUITABILITY OF THE REAL PROPERTY OR THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON, INCLUDING THE POSSIBILITIES FOR FUTURE DEVELOPMENT OF THE REAL PROPERTY OR THE PROPERTY, (D) THE COMPLIANCE OF OR BY THE REAL PROPERTY OR THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY,(E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY OR THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE REAL PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE REAL PROPERTY, (H) THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS AT, ON, UNDER, OR ADJACENT TO THE REAL PROPERTY OR ANY OTHER ENVIRONMENTAL MATTER OR CONDITION OF THE REAL PROPERTY, (I) THE LEASES OR OTHER AGREEMENTS AFFECTING THE REAL PROPERTY OR THE PROPERTY, OR (J) ANY OTHER MATTER WITH RESPECT TO THE REAL PROPERTY OR THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, VALUE, TITLE, INCOME, FEASIBILITY, COST, MARKETING, AND INVESTMENT RETURNS. BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS AGREEMENT AND IN THE DOCUMENTS DELIVERED BY SELLER AT CLOSING, ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER WITH RESPECT TO THE REAL PROPERTY OR THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER SHALL NOT BE LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE REAL PROPERTY OR THE PROPERTY, OR ANY OTHER DOCUMENTS RELATED THERETO, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT BUYER IS A SOPHISTICATED AND EXPERIENCED BUYER OF PROPERTIES SUCH AS THE REAL PROPERTY OR THE PROPERTY, AND HAS BEEN DULY REPRESENTED BY COUNSEL IN CONNECTION WITH THE NEGOTIATION OF THIS AGREEMENT. SELLER HAS MADE NO AGREEMENT TO ALTER, REPAIR OR IMPROVE ANY OF THE REAL PROPERTY.

Section 7.2            Release of Seller . Buyer acknowledges that it will have the opportunity to inspect the Real Property and the Property during the Due Diligence Period, and during such period, observe its physical characteristics and existing conditions and the opportunity to conduct such investigation and study on and of the Real Property and adjacent areas as Buyer deems necessary, and, except as otherwise expressly provided in the provisions of this Agreement, Buyer hereby FOREVER RELEASES AND DISCHARGES Seller from all duties, obligations, responsibility and liability pertaining to the Real Property or the Property in any way, including its condition, valuation, salability, financability or utility of the Real Property or the Property, or its suitability for any purpose whatsoever (including, but not limited to, with respect to the presence in the soil, air, structures and surface and subsurface waters, of Hazardous Materials or other materials or substances that have been or may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated, handled and/or removed from the Real Property under current or future federal, state and local laws, regulations or guidelines, and any structural and geologic conditions, subsurface soil and water conditions and solid and hazardous waste and Hazardous Materials on, under, adjacent to or otherwise affecting the Property), including without limitation liabilities under any Environmental Laws. By Closing this transaction, Buyer will be deemed to have WAIVED any and all objections and complaints (including, but not limited to, federal, state and local statutory and common law based actions, and any private right of action under any federal, state or local laws, regulations or guidelines to which the Property is or may be subject, including, but not limited to, CERCLA) concerning any physical characteristics and any existing conditions of the Real Property or the Property, whether arising before or after the date of this Agreement, including, without limitation, any obligations relating to the physical, environmental or legal compliance status of the Real Property or the Property, or the lessor's obligations under the Leases. Buyer further hereby assumes the risk of changes in applicable laws and regulations relating to past, present and future environmental conditions on the Real Property and the risk that adverse physical characteristics and conditions, including, without limitation, the presence of Hazardous Materials or other contaminants, may not have been revealed by its investigation. Buyer, for Buyer and Buyer's successors and assigns, hereby waives any right it may have to commence a judicial proceeding or arbitration naming Seller or any other Seller Parties as a defendant alleging Seller is a “Developer” of the Real Property or the Property.

Section 7.3            Definitions . For purposes, of this Agreement, the term “ Environmental Laws ” includes without limitation the Resource Conservation and Recovery Act and the Comprehensive Environmental Response Compensation and Liability Act (" CERCLA ") and other federal laws governing Hazardous Materials as in effect on the date of this Agreement, together with their implementing regulations and guidelines as of the date of this Agreement, and all state and local laws, regulations and ordinances that regulate Hazardous Materials in effect as of the date of this Agreement. “ Hazardous Materials ” means any substance which is (i) designated, defined, classified or regulated as a hazardous substance, hazardous material, hazardous waste, pollutant or contaminant under any applicable law, as currently in effect as of the date of this Agreement (ii) petroleum hydrocarbon, including crude oil or any fraction thereof and all petroleum products, (iii) PCBs, (iv) lead, (v) radon, (vi) asbestos, (vii) flammable explosives, (viii) mold or other bacteria or infectious materials, or (ix) radioactive materials.

Section 7.4            Survival. The provisions of this Section 7 shall expressly survive the Closing, not merge with the provisions of any closing documents and shall be deemed incorporated into the Atlanta Development Authority Lease and Bond Transfer Documents. Buyer acknowledges and agrees that the releases, waivers and disclaimers and other agreements set forth herein are an integral part of this Agreement and that Seller would not have agreed to sell the Property to Buyer for the Purchase Price without the releases, waivers and disclaimers and other agreements set forth above.

Section 8.    REPRESENTATIONS AND WARRANTIES

Buyer hereby represents and warrants to Seller as follows:

(a)                Authority . Buyer has the legal power, right and authority to enter into this Agreement and to consummate the transactions contemplated hereby. Buyer is a duly organized and validly existing limited liability company and is in good standing in its state of organization.

(b)               Conflicts . Neither the execution and delivery of this Agreement nor the consummation of the transactions herein contemplated conflict with or result in the material breach of any terms, conditions or provisions of or constitute a default under, any bond, note, or other evidence of indebtedness or any agreement to which Buyer is a party.

(c)                Litigation . There is no action, suit or proceeding pending or, to Buyer’s knowledge, threatened against Buyer in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the ability of Buyer to carry out the transactions contemplated by this Agreement.

(d)               No Bankruptcy . Buyer has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Buyer’s creditors, (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of Buyer’s assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Buyer’s assets, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally.

(e)                Patriot Act Compliance . Neither Buyer nor, to Buyer’s actual knowledge, any person, group, entity or nation that Buyer is acting, directly or indirectly, for or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity, or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and, to Buyer’s knowledge, Buyer is not engaging in this transaction, directly or indirectly, on behalf of, or instigating or facilitating this transaction, directly or indirectly, on behalf of, any such person, group, entity or nation. To Buyer’s knowledge, Buyer is not engaging in this transaction, directly or indirectly, in violation of any laws relating to drug trafficking, money laundering or predicate crimes to money laundering. To Buyer’s knowledge, none of the funds of Buyer have been or will be derived from any unlawful activity with the result that the investment of direct or indirect equity owners in Buyer is prohibited by law or that the transaction or this Agreement is or will be in violation of law. Buyer has and will continue to implement procedures, and has consistently and will continue to consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times prior to Closing.

(f)                ERISA . Buyer is not (and, throughout the period transactions are occurring pursuant to this Agreement, will not be) and is not acting on behalf of (and, throughout the period transactions are occurring pursuant to this Agreement, will not be acting on behalf of) an “employee benefit plan” as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, a “plan” as defined in and subject to Section 4975 of the Internal Revenue Code of 1986, as amended, or an entity deemed to hold the plan assets of any of the foregoing pursuant to 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA.  Buyer is either not, and is not using the assets of, a “governmental plan” as defined in Section 3(32) of ERISA or, if Buyer is, or is using the assets of, a governmental plan, the transactions contemplated by this Agreement are not in violation of any laws applicable to Buyer, regulating investments of, or fiduciary obligations with respect to, governmental plans.

The representations and warranties of Buyer set forth in this Agreement shall be deemed remade as of Closing, and said representations and warranties as so remade shall survive the Closing without limitation on duration.

Section 9. CLOSING COSTS

Seller shall pay the following expenses incurred in connection with the transactions described herein: (a) one-half of all closing fees charged by the Title Company (including escrow and New York Style closing charges); (b) Seller’s legal fees and expenses; (c) any transfer taxes which may be assessed as a result of the transfer contemplated by this Agreement; and (d) any costs, expenses, fees, or other charges payable to Issuer or Trustee or in obtaining any required signature guarantee with respect to the Atlanta Development Authority Lease and Bond Transfer Documents and the assignments and transfers set forth therein; provided, however, in no event shall Seller be responsible for Buyer’s attorneys’ fees incurred in connection with the negotiation and transfer of the Atlanta Development Authority Lease and Bond Transfer Documents. Buyer shall pay the following expenses incurred in connection with the transaction described herein: (a) the costs to obtain (I) an ALTA leasehold title insurance policy, (II) extended coverage for the title policy, and (III) any title endorsements; (b) one-half of all closing fees charged by the Title Company; (c) the cost of the Updated Survey; (d) the fee for the recording of those Atlanta Development Authority Lease and Bond Transfer Documents to be recorded, as applicable; (e) any taxes, fees or charges in connection with any financing obtained by Buyer, the recordation of any documents in connection therewith, and any title charges with respect to the loan policy or any endorsements thereto; and (f) Buyer’s legal fees and expenses.

Section 10. BROKERAGE COMMISSIONS

Seller shall be solely responsible for the payment of the commission to Broker (subject to and in accordance with a separate listing agreement between Seller and Broker). Seller and Buyer each warrant and represent to the other that, other than Broker, neither has had any dealings with any broker, agent or finder relating to the sale of the Property or the other transactions contemplated hereby, and each agrees to indemnify, defend and hold the other harmless from and against any claim for brokerage commissions, compensation or fees by any broker, agent or finder in connection the sale of the Property or the other transactions contemplated hereby resulting from the acts of the indemnifying party. This provision shall survive a Closing or a termination of this Agreement.

Section 11. NOTICE

All notices, demands and communications (a “ Notice ” ) under this Agreement shall be delivered or sent by: (a) hand delivery, (b) first class, registered or certified mail, postage prepaid, return receipt requested (c) facsimile transmission; or (d) nationally recognized overnight carrier; or (e) by e-mailing a .pdf or .tif file (provided that such e-mail shall be immediately followed by delivery of such notice pursuant to clause (a), (b) or (d) above), delivered to the address, fax number or e-mail address of the intended recipient set forth below or to such other address or fax number as either party may designate by notice pursuant to this Section:

Notices shall be deemed given: (i) on the date delivered, if sent by hand delivery; (ii) on the date of transmission if sent by facsimile or electronic mail (and in respect of a facsimile only, confirmation of completed transmission is received) prior to 5:00 P.M. Atlanta time (and if sent later than such time, then the next business day); (iii) one business day after delivery to the overnight carrier, if sent by nationally recognized overnight carrier or (iv) upon receipt (or refusal of delivery), if sent by first class, registered or certified mail, postage prepaid, return receipt requested. Notices may be sent by counsel for a party and such shall be deemed notice by the party so represented. Notices shall be deemed served as set forth above, even if such notices are rejected by the intended recipient.

Section 12. CASUALTY AND CONDEMNATION

Section 12.1        Casualty . If the Real Property or the Property or any part thereof is damaged by fire or other casualty prior to the Closing Date which would cost in excess of $2,000,000 to repair (as determined by an insurance adjuster mutually selected by Buyer and Seller), Buyer may, as its sole and exclusive right and remedy, terminate this Agreement by written notice to Seller given on or before the earlier of (a) fifteen (15) days following such casualty or (b) the Closing Date. In the event of such termination, the Earnest Money shall be returned to Buyer and neither party shall have any further obligation under this Agreement, except for the Termination Surviving Obligations. If Buyer is not entitled to or does not timely elect to so terminate this Agreement, then the Closing shall take place as herein provided without abatement of the Purchase Price, and Seller shall assign and transfer to Buyer on the Closing Date, without warranty or recourse, all of Seller’s right, title and interest in and to all insurance proceeds paid or payable to Seller on account of such fire or casualty (including, without limitation, rent loss proceeds applicable to the period on and after the Closing Date), less Seller’s reasonable costs of collection thereof and of amounts used for reasonable repair. Notwithstanding the foregoing to the contrary, if proceeds have not been disbursed to Seller by Seller’s insurance company, and Seller’s insurance company refuses to transfer or assign to Buyer the right to the balance of any such insurance proceeds at or prior to Closing, then, regardless of whether the casualty is deemed material pursuant to this Section 12.1 , Buyer shall have the right to terminate this Agreement and receive a return of the Earnest Money, unless, in lieu of such transfer by Seller’s insurance company, Seller agrees to provide Buyer with a credit at Closing equal to the amount the Buyer is otherwise entitled pursuant to this Section 12.1 as a result of such casualty.

Section 12.2        Condemnation. If any material portion of the Real Property or the Property is taken in eminent domain proceedings prior to Closing, Buyer may, as its sole and exclusive right and remedy, terminate this Agreement by notice to Seller given on or before the earlier of (a) fifteen (15) days after such taking or (b) the Closing Date, and, in the event of such termination the Earnest Money (including the Non- Refundable Earnest Money) shall be returned to Buyer and neither party shall have any further obligation under this Agreement, except for the Termination Surviving Obligations. If Buyer is not entitled to or does not timely elect to so terminate, the Closing shall take place as herein provided without abatement of the Purchase Price, and Seller shall assign and transfer to Buyer on the Closing Date, without warranty or recourse, all of Seller’s right, title and interest in and to all condemnation awards paid or payable to Seller on account of such eminent domain proceedings (less Seller’s reasonable costs of collection thereof and of amounts used for reasonable repair). For purposes of this Section 12.2 , a “material portion” of the Real Property or the Property shall be deemed taken if the cost of repair or restoration of the damage to the Improvements on account of such condemnation shall exceed an amount equal to $2,000,000 or if the condemnation would materially impede access to the Real Property or reduce available parking below that which is required by laws or any agreement applicable to the Real Property, or otherwise cause the Real Property to no longer be compliant with applicable zoning and use regulations.

Section 13. OPERATIONS PRIOR TO CLOSING OR TERMINATION

Seller covenants and agrees with Buyer that after the date hereof until the Closing or termination of this Agreement, Seller shall conduct its business involving the Property as follows:

(a)                Seller shall refrain from transferring title to any of the Property (other than use of regular business inventory or transfer of Personal Property no longer used in the operation of the Real Property, all in the ordinary course of business) or creating on the Property any mortgages which will survive Closing.

(b)               Seller shall refrain from entering into or amending any contracts or other agreements (excluding leases, which Seller may continue to do in accordance with Section 13(c) below) pertaining to the Property, other than contracts or other agreements entered into in the ordinary course of business and which are cancelable by the owner of the Property without penalty within thirty (30) days after giving notice thereof.

(c)                Seller shall continue to lease the Property in the ordinary course of business, consistent with its past leasing practices, the same as if this Agreement had not been entered into by the parties; provided, however, that, notwithstanding Seller’s past practices or anything else in this Agreement to the contrary, in no event shall Seller enter into any Residential Lease or amend or otherwise modify any existing Residential Lease without Buyer’s prior written consent (i) to provide for a term of less than six (6) months or more than fifteen (15) months or (ii) which is not in accordance with the guidelines recommended by Seller’s revenue management software; and after the Due Diligence Expiration Date, Seller shall not enter into any new Retail Lease or amend or otherwise modify any existing Retail Lease without first obtaining Buyer’s prior written approval of same, which approval Buyer may withhold in its sole discretion. Prior to the Due Diligence Expiration Date, Seller shall keep Buyer informed with respect to any new Retail Lease, or amendment or modification to any existing Retail Lease, provided Buyer shall have no approval rights.

(d)               Seller shall refrain from offering the Property for sale or marketing the same.

(e)                Seller shall terminate any terminable Service Contract promptly after receiving written notice from Buyer during the Due Diligence Period requesting such termination; provided, however, that Buyer acknowledges and agrees that: (i) all costs and expenses associated with any such termination shall be paid by Buyer; (ii) any such termination may be conditioned on the completion of the Closing; and (iii) any such termination shall be effective only after expiration of any notice or grace period specified in the provisions of the applicable Service Contract (which may not occur until after the Closing). Any and all Service Contracts not fully and effectively terminated as of Closing shall be assumed by Buyer at Closing as contemplated under Section 4.2(c)(ii) above.

(f)                Seller agrees to keep all vacant apartment units at the Real Property in so-called “rent ready” condition in accordance with Seller’s customary procedures pertaining to same; provided, however, that Seller shall have no such obligation with respect to any units that become vacant on or after the date that is five (5) days before the Closing. To the extent that any apartment unit at the Real Property (a) becomes vacant at any time prior to the date that is five (5) days before the Closing Date, and remains vacant at Closing, and (b) Seller has not made such unit rent ready in accordance with Seller’s customary procedures pertaining to same, then, at the time of Closing, Seller shall give to Buyer a credit of $500 for each such unit that is not rent ready, as the sole compensation to Buyer for the same.

(g)               If and to the extent required by Buyer’s lender, Seller shall use commercially reasonable efforts to obtain and deliver to Buyer at or prior to Closing a subordination, non-disturbance and attornment agreement executed by each tenant under the Retail Leases provided Buyer delivers such completed subordination, non-disturbance and attornment agreements in the reasonable form as required by Buyer’s lender to Seller prior to the expiration of the Due Diligence Period.

(h)               Provided Buyer promptly delivers to Seller completed forms of estoppel certificates in the form attached hereto as Schedule 3.6(iii) prior to the expiration of the Due Diligence Period, Seller shall use commercially reasonable efforts to obtain and deliver to Buyer at or prior to Closing an estoppel certificate from each tenant under the Retail Leases in the form as previously described.

Section 14. DEFAULTS AND REMEDIES

Section 14.1        Seller Defaults . In the event that Seller, on or prior to the Closing Date, shall default in the performance of its obligations hereunder, Buyer, as its sole and exclusive remedy, may either (a) seek specific performance of Seller’s obligations hereunder, (b) terminate this Agreement and receive a refund of the Earnest Money, along with reimbursement by Seller of up to One Hundred Thousand Dollars ($100,000) of Buyer's reasonable out-of pocket costs and expenses actually incurred in connection with the transaction contemplated by this Agreement, including, without limitation, legal fees and expenses, loan fees, rate-lock fees, deposits, third party inspection costs and travel expenses, whereupon neither party shall have any further obligation to the other party hereunder except for the Termination Surviving Obligations. Notwithstanding the foregoing to the contrary, if Buyer elects to pursue the equitable remedy of specific performance, and, due to the wrongful or intentional act of Seller, the equitable remedy of specific performance is not available; Buyer may seek any other right or remedy available at law or in equity except as otherwise limited by this Agreement. Further, notwithstanding anything to the contrary in this Agreement, Seller shall not be liable to Buyer for any damages, including, without limitation, any direct, punitive, speculative or consequential damages. The provisions of this Section shall not limit Buyer's or Seller's right to pursue and recover on a claim with respect to any of the Termination Surviving Obligations.

Section 14.2        Buyer Defaults. In the event that Buyer, on or prior to the Closing Date, shall default in the performance of its obligations under this Agreement, it will be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, the parties have agreed that a reasonable estimate of the total net detriment that Seller would suffer in such event is the amount of the Earnest Money and Seller, as its sole and exclusive remedy, may terminate this Agreement by notifying Buyer thereof and receive and retain the Earnest Money as liquidated damages, provided that this provision shall not limit Seller’s or Buyer’s rights to pursue and recover on a claim with respect to any of the Termination Surviving Obligations. Such liquidated damages are not intended as a forfeiture or penalty within the meaning of applicable law. Buyer shall not be liable to Seller for any other damages, including, without limitation, direct, punitive, speculative or consequential damages. In the event Seller is entitled to the Earnest Money as liquidated damages, and to the extent Seller has not already received the Earnest Money, the Earnest Money shall, subject to the terms of the Escrow Agreement, be immediately paid to Seller by the Escrow Company upon receipt of written notice from Seller that Buyer has defaulted under this Agreement, and Buyer agrees to take all such actions and execute and deliver all such documents necessary or appropriate to effect such payment.

Section 14.3        Attorneys’ Fees and Costs . In the event legal action is instituted to interpret or enforce the provisions of this Agreement, the prevailing party shall be entitled to recover from the other party the prevailing party’s costs and attorney’s fees, including, without limitation, all costs and fees that are incurred in any trial, on any appeal and/or in any bankruptcy proceeding.

Section 15. MISCELLANEOUS

Section 15.1        Entire Agreement; Amendments . This Agreement, together with the exhibits attached hereto, constitute the entire agreement of the parties hereto regarding the purchase and sale of the Property, and all prior agreements, understandings, representations and statements, oral or written, including any so-called letters of intent, are hereby merged herein and superseded hereby. This Agreement may only be amended or modified by an instrument in writing, signed by the party or parties intended to be bound thereby.

Section 15.2        Time . All parties hereto agree that time is of the essence in the performance of the provisions of this Agreement.

Section 15.3        Counterpart/Electronic Execution . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. Furthermore, executed counterparts of this Agreement may be delivered by facsimile or other reliable electronic means (including emails of pdf documents), and such facsimile or other electronic transmission shall be valid and binding for all purposes when transmitted to and actually received by the other party. Notwithstanding the foregoing, each party delivering executed documents by facsimile or other electronic means agrees to provide the other party with an original, hard copy of the relevant signed documents promptly after the request of the other party.

Section 15.4          Governing Law . This Agreement shall be deemed to be a contract made under the laws of the State of Georgia and for all purposes shall be governed by and interpreted in accordance with the laws of the State of Georgia.

Section 15.5        Recordation . Buyer shall not record this Agreement or a memorandum or other notice thereof in any public office or records without the express written consent of Seller. A breach by Buyer of this covenant shall constitute a material default by Buyer under this Agreement.

Section 15.6        Assignment; Third Party Beneficiaries. Buyer shall not assign this Agreement without Seller’s prior written consent, which consent may be withheld for any reason or no reason in Seller’s sole discretion; provided, however, that, upon five (5) business days’ prior written notice to Seller, Buyer, at Closing, may assign this Agreement to an entity with respect to which the day-to-day operations are, directly or indirectly, controlled by the principals of Buyer (a “ Buyer Affiliate ”), or to an entity wholly owned by a joint venture between Buyer or a Buyer Affiliate and an affiliate of Bluerock Residential Growth REIT, Inc. (each, a Permitted Assignee ”) in which case such Permitted Assignee and Buyer shall be jointly and severally liable for Buyer’s obligations hereunder. Subject to the previous sentence, this Agreement shall inure to the benefit of and be binding on and enforceable against the parties hereto and their respective successors and assigns. In addition, Buyer shall not re-sell the Property or assign its rights or obligations under this Agreement (or make an offer or enter into negotiations to do so) through a “double escrow” or other similar mechanism without Seller’s prior written consent. This Agreement is intended for the benefit of Buyer and Seller, and except as provided in the indemnities granted by Buyer to the Indemnified Seller Parties herein, no other person or entity shall be entitled to rely on this Agreement, receive any benefit from it or enforce any provisions of it against Buyer or Seller.

Section 15.7        Section Headings. The Section headings contained in this Agreement are for convenience only and shall in no way enlarge or limit the scope or meaning of the various and several Sections hereof.

Section 15.8        Severability. If any portion of this Agreement is held to be unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect.

Section 15.9        WAIVER OF TRIAL BY JURY. SELLER AND BUYER, TO THE EXTENT THEY MAY LEGALLY DO SO, HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT, OR IN ANY WAY CONNECTED WITH, OR RELATED TO, OR INCIDENTAL TO, THE DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. TO THE EXTENT THEY MAY LEGALLY DO SO, SELLER AND BUYER HEREBY AGREE THAT ANY SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE OTHER PARTY OR PARTIES HERETO TO WAIVER OF ITS OR THEIR RIGHT TO TRIAL BY JURY.

Section 15.10    Exculpation of Related Parties . Notwithstanding anything to the contrary contained in this Agreement or in any of the documents executed pursuant to this Agreement (this Agreement and said documents being hereinafter collectively referred to as the “ Documents ” ) or provided under or required by law, the Documents shall not be binding on the members, partners, shareholders, beneficiaries, or any other direct or indirect equity holders of Seller, or any of their managers, employees, advisors, representatives or other agents or affiliates, but shall only be binding on Seller and its assets, subject to the other limitations set forth herein. No present or future partner, member, manager, director, officer, shareholder, employee, advisor, affiliate or agent of or in Seller or any affiliate of Seller shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or in connection with the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter, and Buyer and its successors and assigns and, without limitation, all other persons and entities, shall look solely to Seller’s assets for the payment of any claim or for any performance, and Buyer hereby waives any and all such personal liability. For purposes of this Section, no negative capital account or any contribution or payment obligation of any partner or member in Seller shall constitute an asset of Seller. The limitations of liability contained in this Section shall survive the termination of this Agreement or the Closing Date, as applicable, and are in addition to, and not in limitation of, any limitation on liability applicable to Seller provided elsewhere in this Agreement or by law or by any other contract, agreement or instrument.

Section 15.11    Independent Counsel; Interpretation. Buyer and Seller each acknowledge that: (a) they have been represented by independent counsel in connection with this Agreement; (b) they have executed this Agreement with the advice of such counsel; and (c) this Agreement is the result of arm’s length negotiations between the parties hereto and the advice and assistance of their respective counsel. Notwithstanding any rule of law to the contrary: (i) the fact that this Agreement was prepared by Seller’s counsel as a matter of convenience shall have no import or significance, and any uncertainty or ambiguity in this Agreement shall not be construed against Seller because Seller’s counsel prepared this Agreement; and (ii) no deletions from prior drafts of this Agreement shall be construed to create the opposite intent of the deleted provisions.

Section 15.12    Governmental Approvals . Nothing contained in this Agreement shall be construed as authorizing Buyer to apply for a zoning change, variance, subdivision maps, lot line adjustment, or other discretionary governmental act, approval or permit with respect to the Real Property or the Property prior to the Closing, and Buyer agrees not to do so. Buyer agrees not to submit any reports, studies or other documents, including, without limitation, plans and specifications, impact statements for water, sewage, drainage or traffic, environmental review forms, or energy conservation checklists to any governmental agency, or any amendment or modification to any such instruments or documents prior to the Closing. Buyer’s obligation to purchase the Property shall not be subject to or conditioned upon Buyer’s obtaining any variances, zoning amendments, subdivision, condominium, lot line adjustment or other discretionary governmental act, approval or permit.

Section 15.13       No Waiver . No covenant, term or condition of this Agreement, other than as expressly set forth herein, shall be deemed to have been waived by Seller or Buyer unless such waiver is in writing and executed by Seller or Buyer, as the case may be.

Section 15.14    1031 Exchange . Seller may desire to effectuate a tax-deferred exchange also known as a §1031 exchange (an “ Exchange ” ) in connection with the purchase and sale of the Property. Buyer hereby agrees to cooperate with Seller in connection with the Exchange, provided that: (1) all documents executed by Buyer in connection with the Exchange shall be subject to the prior reasonable approval of Buyer and shall recognize that Buyer is acting solely as an accommodating party to the Exchange, shall have no liability with respect thereto, and is making no representation or warranty that the Exchange qualified as a tax-free exchange under §1031 of the Code or any applicable state or local laws; and (2) in no event shall Buyer be obligated to acquire any property or otherwise be obligated to take title, or appear in the records of title, to any property other than the Land in connection with the Exchange.

Section 15.15    Survival. The Termination Surviving Obligations shall survive any termination of this Agreement. Except as otherwise expressly provided herein, no conditions and no representations, warranties, covenants, agreements or other obligations of Seller in this Agreement shall survive the Closing and no action based thereon shall be commenced after the Closing.

Section 15.16    CONDOMINIUM INDEMNITY, DISCLAIMER, AND RELEASE . AS AN ESSENTIAL INDUCEMENT TO SELLER TO ENTER INTO THIS AGREEMENT, WITHOUT LIMITATION OF ANY OTHER TERM OR PROVISION OF THIS AGREEMENT OR OF THE COVENANT, BUYER ACKNOWLEDGES, UNDERSTANDS AND AGREES AS OF THE DATE HEREOF AND AS OF THE CLOSING DATE AS FOLLOWS:

IN THE EVENT BUYER CONVERTS THE LAND AND IMPROVEMENTS TO A CONDOMINIUM IN VIOLATION OF THE TERMS OF THE COVENANT, IN ADDITION TO THE REMEDIES SET FORTH IN THE COVENANT, BUYER, ITS SUCCESSORS AND/OR ASSIGNS, WILL BE THE “DEVELOPER” OF THE CONDOMINIUM AND THE DECLARANT UNDER ANY CONDOMINIUM DOCUMENTS. BUYER, FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD THE INDEMNIFIED SELLER PARTIES HARMLESS FROM ALL CLAIMS, DEMANDS, LOSSES, JUDGMENTS, LIABILITIES, COSTS, DAMAGES AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COSTS), OF WHATEVER KIND, NATURE OR DESCRIPTION, ARISING DIRECTLY OR INDIRECTLY OUT OF OR IN CONNECTION WITH ANY CONVERSION OF THE APARTMENT UNITS LOCATED ON THE REAL PROPERTY TO CONDOMINIUM UNITS BY BUYER OR ANY SUBSEQUENT BUYER OF THE REAL PROPERTY OR THE PROPERTY, INCLUDING, WITHOUT LIMITATION; (A) CONSTRUCTION WARRANTY CLAIMS (WHETHER ARISING BY CONTRACT OR BY LAW), (B) CONSTRUCTION DISPUTES, (C) CLAIMS FOR INJURY TO PERSON OR PROPERTY ARISING OUT OF THE CONDITION OF THE REAL PROPERTY OR THE PROPERTY, INCLUDING, WITHOUT LIMITATION, CONSTRUCTION DEFECTS, (D) ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES), CAUSES OF ACTION, SUITS, CLAIMS, DEMANDS AND JUDGMENTS OF ANY NATURE OR DESCRIPTION WHATSOEVER ARISING UNDER ANY LAWS, STATUTES, CODES, ORDINANCES, RULES, RULINGS, ORDERS, JUDGMENTS, DECREES, INJUNCTIONS, ARBITRAL DECISIONS, REGULATIONS, AUTHORIZATIONS, DETERMINATIONS, DIRECTIVES, AND ANY OTHER REQUIREMENTS AND/OR PROVISIONS (INCLUDING BUILDING CODES AND ZONING REGULATIONS AND ORDINANCES) OF THE GOVERNMENT OF THE UNITED STATES OF AMERICA, ANY POLITICAL SUBDIVISION THEREOF, WHETHER STATE OR LOCAL, AND ANY AGENCY, AUTHORITY, INSTRUMENTALITY, REGULATORY BODY, COURT, OR OTHER ENTITY EXERCISING EXECUTIVE, LEGISLATIVE, JUDICIAL, TAXING, REGULATORY, OR ADMINISTRATIVE POWERS OR FUNCTIONS OF OR PERTAINING TO GOVERNMENT, WHETHER NOW OR HEREAFTER IN FORCE (INCLUDING, WITHOUT LIMITATION, THE CONSUMER PROTECTION ACT, THE CONDOMINIUM ACT IN EFFECT IN THE STATE WHERE THE REAL PROPERTY IS LOCATED, OR ANY ADDITIONAL, RELATED OR SUCCESSOR EXECUTIVE, LEGISLATIVE, JUDICIAL, TAXING, REGULATORY, OR ADMINISTRATIVE POWERS OR FUNCTIONS GOVERNING THE CONVERSION OF APARTMENTS TO CONDOMINIUMS, THE SALE, USE, OCCUPANCY, OR OPERATION OF CONDOMINIUMS, OR OTHERWISE RELATED TO CONDOMINIUMS), AND (E) ANY CLAIMS MADE BY ANY SUCCESSOR OWNER OR OCCUPANT OF THE REAL PROPERTY, INCLUDING ANY BUYER OF A CONDOMINIUM UNIT AT THE REAL PROPERTY. UPON NOTICE FROM ANY OF THE INDEMNIFIED SELLER PARTIES OF A CLAIM FOR WHICH SUCH PARTY IS INDEMNIFIED HEREUNDER, BUYER WILL DEFEND SUCH PARTY, AT BUYER’S EXPENSE, USING COUNSEL APPROVED IN WRITING BY THE INDEMNIFIED SELLER PARTY REQUESTING SUCH DEFENSE. THE PROVISIONS OF THIS SECTION 15.16 SHALL SURVIVE THE CLOSING AND SHALL NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS AND SHALL BE DEEMED INCORPORATED INTO THE DOCUMENTS EXECUTED BY BUYER.

Section 15.17     Press Releases . During the term of this Agreement and after Closing, Buyer agrees, except as required by law, not to make any public disclosure of the transaction contemplated in this Agreement without the prior written consent of Seller which may be withheld in its sole discretion.

Section 15.18     Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Section 15.19     Attorneys’ Fees . Should either party employ attorneys to enforce any of the provisions hereof, the party against whom any final judgment is entered agrees to pay the prevailing party all reasonable costs, charges and expenses, including attorneys’ fees and expenses and court costs, expended or incurred in connection therewith.

Section 15.20     Designation Agreement . Section 6045(e) of the United States Internal Revenue Code and the regulations promulgated thereunder (herein collectively called the “ Reporting Requirements ”) require an information return to be made to the United States Internal Revenue Service, and a statement to be furnished to Seller, in connection with the Transaction. Escrow Agent is either (i) the person responsible for closing the Transaction (as described in the Reporting Requirements) or (ii) the disbursing title or escrow company that is most significant in terms of gross proceeds disbursed in connection with the Transaction (as described in the Reporting Requirements). Accordingly:

(a)                 Escrow Agent is hereby designated as the “Reporting Person” (as defined in the Reporting Requirements) for the Transaction. Escrow Agent shall perform all duties that are required by the Reporting Requirements to be performed by the Reporting Person for the Transaction

(b)                Seller and Buyer shall furnish to Escrow Agent, in a timely manner, any information requested by Escrow Agent and necessary for Escrow Agent to perform its duties as Reporting Person for the Transaction.

(c)                 Escrow Agent hereby requests Seller to furnish to Escrow Agent Seller’s correct taxpayer identification number. Seller acknowledges that any failure by Seller to provide Escrow Agent with Seller’s correct taxpayer identification number may subject Seller to civil or criminal penalties imposed by law. Accordingly, Seller hereby certifies to Escrow Agent, under penalties of perjury, that Sellers’ correct taxpayer identification numbers are as follows:

(i)                  Seller: 352407834

(ii)                Buyer: __________

(d)                Each of the parties hereto shall retain this Agreement for a period of four (4) years following the calendar year during which Closing occurs.

Section 15.21     Post-Closing Obligations Regarding Financial Information . Buyer has advised Seller that Buyer may be required to file, in compliance with certain laws and regulations (including, without limitation, Regulation S-X of the Securities and Exchange Commission [“SEC”]), audited financial statements, pro forma financial statements and other financial information related to the Property for up to one (1) fiscal year prior to Closing and any interim period during the fiscal year in which the Closing occurs (the “ Financial Information ”). If Buyer or its principals give notice to Seller that it is (or they are) obligated to provide such information, following the Closing and for a period of ninety (90) days thereafter, Seller agrees to use its commercially reasonable efforts to cooperate with Buyer and its representatives and agents in the preparation of the Financial Information; provided, however, Seller shall not be required to (i) incur any out of pocket expenses or costs unless Buyer reimburses Seller for the same, or (ii) provide information that was previously made available to Buyer. For a period of ninety (90) days after Closing, Seller shall maintain, and after reasonable advance written notice from Buyer, Seller shall provide access to such books and records of Seller and Property Manager reasonably related to the Property except as otherwise limited by this Section 15.20. Further, so long as the persons in charge of management of the Property at the time of Closing remain in the employ of Seller or an affiliate of Seller, after reasonable written notice to Seller, it will make such persons available for interview; provided, however, that Seller shall be allowed to have other representatives present during any such interviews. Notwithstanding the foregoing, Seller shall not be required to provide any information concerning (a) Seller’s, or any of Seller’s affiliate’s or member’s (collectively with Seller, the “ Seller Financial Parties ”), capital structure or debt, (b) any Seller Financial Parties’ financial analyses or projections, investment analyses, account summaries or other documents prepared solely for any Seller Financial Parties’ internal purposes or not directly related to the operation of the Property, (c) any Seller Financial Parties’ tax returns, or (d) any Seller Financial Parties’ financial statements (other than Property-level financial statements otherwise required pursuant to this Section 15.20 ). Seller acknowledges and agrees that any information provided or made available pursuant to this Section 15.20 will, to Seller’s knowledge at the time provided, be true, accurate and complete in all material respects. Buyer acknowledges and agrees that Buyer may not use any information provided pursuant to this Section 15.20 or the results of its review or interviews pursuant to this Section 15.20 to pursue any claim against any Indemnified Seller Parties.

THE SUBMISSION OF THIS AGREEMENT FOR EXAMINATION IS NOT INTENDED TO NOR SHALL IT CONSTITUTE AN OFFER TO SELL, OR A RESERVATION OF, OR OPTION OR PROPOSAL OF ANY KIND FOR THE PURCHASE OF THE PROPERTY. EITHER PARTY MAY TERMINATE DISCUSSIONS OR NEGOTIATIONS AT ANY TIME FOR ANY REASON. THE DELIVERY OF ANY DRAFT DOCUMENTS AND THE PROVISION OF ANY COMMENTS IN RESPONSE THERETO BY THE PARTIES’ COUNSEL WILL NOT PRECLUDE THE PARTIES FROM RAISING COMMENTS OR RESPONDING TO PROVISIONS, EVEN IF THOSE PROVISIONS WERE SET FORTH IN PRIOR DRAFTS OR COMMENTARY. IN NO EVENT SHALL ANY DRAFT OF THIS AGREEMENT CREATE ANY OBLIGATION OR LIABILITY, IT BEING UNDERSTOOD THAT THIS AGREEMENT SHALL BE EFFECTIVE AND BINDING ONLY WHEN A COUNTERPART HEREOF HAS BEEN EXECUTED AND DELIVERED BY EACH PARTY HERETO AND THE INITIAL EARNEST MONEY IS DELIVERED TO THE TITLE COMPANY.

[Remainder of Page Left Intentionally Blank.

Signature Page Follows.]

IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed as of the Effective Date.

LIST OF SCHEDULES AND EXHIBITS

SCHEDULES

Schedule 3.6(ii) - Form of ADA Estoppel

Schedule 3.6(iii) - Form of Retail Estoppel

Schedule 6.1(e) - Violations of Laws

Schedule 6.1(f) - Litigation

EXHIBITS

THE ATLANTA DEVELOPMENT AUTHORITY (the ' 'O riginal Lessor”) lea se d a parcel of l and in the City of Atlanta , County o f Fult o n , Georgia (the “Pr o perty ” ) under the ab o ve-referenced lease (t h e “Lease”) to TEN SIDE HOLDINGS , LLC , predeces so r-in-intere s t to WA TE RTO N TE NSIDE OWNER, L.L.C. (the “Current Lessee”). Original Le sso r's intere s t in the Lease was subse quentl y assigned to THE BANK OF NEW YORK MELLON TRUST COMPANY , N.A. ( th e ''Tru s tee” a n d together with Original Lessor, th e “ Le sso r”). Current Lessee intends to assign its right, title, and interest in and to the Lease to _________________________ (“Proposed Lessee”), and, in anticipation of such assignment, Lesso r hereby cert ifi e s to Proposed Lessee and to its lender, ___________________, together with its s uccessors and assigns (“Lender''), as follows, as of the date hereof:

A ll capitalized term s used but n o t d e fined herein s hall ha ve the meaning s given in the L ease.

[REMAINDER OF PAGE INT EN TIONALLY LEFT BL ANK]

Made this ____ day of ___________________, 2016.

EXHIBIT A

LEASE

[attached]

SCHEDULE 3.6(iii)

FORM OF RETAIL ESTOPPEL

(See Following Page)

SCHEDULE 6.1(e)

VIOLATION OF LAWS

None.

SCHEDULE 6.l(f)

LITIGATION

As previously disclosed to Buyer, there is a a dispute with Three Dollar Café with respect to rent due under the Retail Lease with Three Dollar Café.

EXHIBIT A

LEGAL DESCRIPTION

ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot(s) 149 & 150 of the 17 ^TH District, Fulton County, Georgia and being more particularly described as follows:

Beginning at a pk nail set at the southwest end of the mitered intersection of the westerly right-of-way line of Northside Drive (90' R/W) and the northerly right-of-way line of Tenth Street (60' R/W) said point being the POINT OF BEGINNING; thence along the northerly right-of-way line of Tenth Street (60' R/W the following courses and distances: North 89 degrees 35 minutes 01 seconds West a distance of 27.90 feet to a point; thence, North 89 degrees 34 minutes 09 seconds West a distance of 243.08 foot to a point; thence North 89 degrees 31 minutes 07 seconds West a distance of 149.89 feet to a pk nail set at the intersection of said right-of-way line and the easterly right-of-way line of Watkins street (R/W Varies); thence along the easterly right-of-way line of Watkins skeet (R/W Varies) North 02 degrees 59 minutes 27 seconds East a distance of 245.14 feet to a pk nail set at the intersection of said right-of-way line and the southerly right-of-way line of Edgehill Avenue (40' R/W); thence along the southerly right-of-way line of Edgehill Avenue (40' R/W) South 84 degrees 28 minutes 25 seconds East a distance of 149.84 feet to a point; thence leaving said right-of-way line North 00 degrees 03 minutes 05 seconds West a distance of 40.33 feet to a point; thence North 00 degrees 05 minutes 47 seconds East, a distance of 107.91 feet to a pk nail set; thence South 89 degrees 42 minutes 31 seconds East a distance of 39.73 feet to a pk nail set; thence North 00 degrees 22 minutes 13 seconds East a distance of 100.06 feet to a pk nail set on the southerly right-of-way line of Eleventh Street (40' R/W); thence along said right-of-way line the following courses and distances: North 89 degrees 56 minutes 42 seconds East a distance of 142.12 feet to a point; thence South 89 degrees 58 minutes 43 seconds East a distance of 105.45 feet to a pk nail set of the intersection of said right-of-way line and the westerly right-of-way line of Northside Drive (90' R/W); thence along the westerly right-of-way line of Northside Drive (90' R/W) the following courses and distances: South 00 degrees 19 minutes 26 seconds West a distance of 147.18 feet to a point; thence South 00 degrees 26 minutes 51 seconds West a distance of 69.53 feet to a point; thence South 00 degrees 32 minutes 10 seconds West a distance of 242.59 feet to a pk nail set; thence South 48 degrees 31 minutes 09 seconds West a distance of 34.07 feet to a pk nail set and the TRUE POINT OF BEGINNING.

EXHIBIT B-1

RESIDENTIAL RENT ROLL

[attached]

EXHIBIT B-2

RETAIL RENT ROLL

[attached]

EXHIBIT C

LIST OF PERSONAL PROPERTY

Office Leasing Area: