Common use of Buy-Sell Transfer Clause in Contracts

Buy-Sell Transfer. A one-time Transfer (“Buy-Sell Transfer”) pursuant to a buy-sell agreement, operating agreement, joint venture agreement or similar agreement of the interests in BR Cxxxxxx DFW Portfolio JV, LLC, the sole member of Borrower. (A) The Buy-Sell Transfer may consist of either of the following Transfers: (1) The Transfer of the interests of BR DFW Portfolio JV Member, LLC, a Delaware limited liability company (for convenience, referred to herein as “Manager”) to Cxxxxxx Co-Invest III DFW Portfolio, LLC, a Delaware limited liability company or to its wholly owned Affiliate (for convenience, referred to herein as “Equity”) (either by purchase of the ownership interest of the Manager or replacement of the Manager as the general partner, manager or managing member). (2) The Transfer of the Equity’s ownership to the Manager or to a wholly owned Affiliate of Manager (either by purchase of the ownership interest of the Equity or replacement of the Equity as a participant in any management committee). (B) The Buy-Sell Transfer will be a permitted Transfer if each of the following conditions is satisfied: (1) Borrower provides Lender with at least 30 days prior Notice of the proposed Buy-Sell Transfer and pays to Lender the Transfer Processing Fee. (2) At the time of the proposed Buy-Sell Transfer, no Event of Default has occurred and is continuing and no event or condition has occurred and is continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default; provided, however, if the Buy-Sell Transfer would cure the Event of Default, the Buy-Sell Transfer must occur within 60 days after all conditions in this Section have been met to Lender’s satisfaction. (3) Borrower pays or reimburses Lender, upon demand, for all costs and expenses, including all Attorneys’ Fees and Costs, incurred by Lender in connection with the Buy-Sell Transfer. (4) For the purposes of this Section 7.03(d)(iii), Bluerock Residential Growth REIT, Inc. will be referred to as the “Bluerock Guarantor,” and Cxxxxxx Multifamily Real Estate Fund III, LP will be referred to as the “Cxxxxxx Guarantor.” If there is a new manager of Borrower (“New Manager”), New Manager provides a guarantor (“New Manager Guarantor”) acceptable to Lender in Lender’s Discretion, and each of the following requirements is met (collectively, the “New Manager Requirements”):

Buy-Sell Transfer. A one-time Transfer (“Buy-Sell Transfer”) pursuant to a buy-sell agreement, operating agreement, joint venture agreement or similar agreement of the interests in BR Cxxxxxx DFW Portfolio JV, Glenridge JV LLC, the sole member of Borrower. (A) The Buy-Sell Transfer may consist of either of the following Transfers: (1) The Transfer of the interests of BR DFW Portfolio Glenridge JV Member, LLC, a Delaware limited liability company (for convenience, referred to herein as “Manager”) to Cxxxxxx Co-Invest III DFW PortfolioIV Glenridge, LLC, a Delaware limited liability company or to its wholly owned Affiliate (for convenience, referred to herein as “Equity”) (either by purchase of the ownership interest of the Manager or replacement of the Manager as the general partner, manager or managing member). (2) The Transfer of the Equity’s ownership to the Manager or to a wholly owned Affiliate of Manager (either by purchase of the ownership interest of the Equity or replacement of the Equity as a participant in any management committee). (B) The Buy-Sell Transfer will be a permitted Transfer if each of the following conditions is satisfied: (1) Borrower provides Lender with at least 30 days prior Notice of the proposed Buy-Sell Transfer and pays to Lender the Transfer Processing Fee. (2) At the time of the proposed Buy-Sell Transfer, no Event of Default has occurred and is continuing and no event or condition has occurred and is continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default; provided, however, if the Buy-Sell Transfer would cure the Event of Default, the Buy-Sell Transfer must occur within 60 days after all conditions in this Section have been met to Lender’s satisfaction. (3) Borrower pays or reimburses Lender, upon demand, for all costs and expenses, including all Attorneys’ Fees and Costs, incurred by Lender in connection with the Buy-Sell Transfer. (4) For the purposes of this Section 7.03(d)(iii), Bluerock Residential Growth REIT, Inc. will be referred to as the “Bluerock Guarantor,” and Cxxxxxx Multifamily Real Estate Fund IIIIV, LP will be referred to as the “Cxxxxxx Guarantor.” If there is a new manager of Borrower (“New Manager”), New Manager provides a guarantor (“New Manager Guarantor”) acceptable to Lender in Lender’s Discretion, and each of the following requirements is met (collectively, the “New Manager Requirements”):

Buy-Sell Transfer. A one-time Transfer (“Buy-Sell Transfer”) pursuant to a buy-sell agreement, operating agreement, joint venture agreement or similar agreement of the interests in BR Cxxxxxx DFW XX FL Portfolio JV, JV LLC, the sole member of Borrower. (A) The Buy-Sell Transfer may consist of either of the following Transfers: (1) The Transfer of the interests of BR DFW SW FL Portfolio JV Member, LLC, a Delaware limited liability company (for convenience, referred to herein as “Manager”) to Cxxxxxx Co-Invest III DFW IV SW FL Portfolio, LLC, a Delaware limited liability company or to its wholly owned Affiliate (for convenience, referred to herein as “Equity”) (either by purchase of the ownership interest of the Manager or replacement of the Manager as the general partner, manager or managing member). (2) The Transfer of the Equity’s ownership to the Manager or to a wholly owned Affiliate of Manager (either by purchase of the ownership interest of the Equity or replacement of the Equity as a participant in any management committee). (B) The Buy-Sell Transfer will be a permitted Transfer if each of the following conditions is satisfied: (1) Borrower provides Lender with at least 30 days prior Notice of the proposed Buy-Sell Transfer and pays to Lender the Transfer Processing Fee. (2) At the time of the proposed Buy-Sell Transfer, no Event of Default has occurred and is continuing and no event or condition has occurred and is continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default; provided, however, if the Buy-Sell Transfer would cure the Event of Default, the Buy-Sell Transfer must occur within 60 days after all conditions in this Section have been met to Lender’s satisfaction. (3) Borrower pays or reimburses Lender, upon demand, for all costs and expenses, including all Attorneys’ Fees and Costs, incurred by Lender in connection with the Buy-Sell Transfer. (4) For the purposes of this Section 7.03(d)(iii), Bluerock Residential Growth REIT, Inc. will be referred to as the “Bluerock Guarantor,” and Cxxxxxx Multifamily Real Estate Fund III, LP MPC Partnership Holdings LLC will be referred to as the “Cxxxxxx Guarantor.” If there is a new manager of Borrower (“New Manager”), New Manager provides a guarantor (“New Manager Guarantor”) acceptable to Lender in Lender’s Discretion, and each of the following requirements is met (collectively, the “New Manager Requirements”): (I) At the time of the Buy-Sell Transfer, if the Manager is the transferor, the Cxxxxxx New Manager Guarantor has a net worth of at least $10,000,000, and liquid assets of at least $2,693,000. (II) Lender has received all information and organizational documents requested by Lender in Lender’s Discretion, with respect to New Manager Guarantor At the time of the Buy-Sell Transfer, if the Equity is the transferor, the Bluerock Guarantor has a net worth of at least $10,000,000, and liquid assets of at least $2,693,000. (III) New Manager Guarantor The Bluerock Guarantor (if the Equity is the transferor) or the Cxxxxxx Guarantor (if the Manager is the transferor) executes a ratification of its Guaranty in a form acceptable to Lender and in substantially the same form as the Guaranty executed on the Closing Date (“New Manager Guaranty”), however, if New Manager Guarantor is an entity, the following conditions will be applicable:

Buy-Sell Transfer. (1) A one-time Transfer (“Buy-Sell Transfer”) pursuant to a buy-sell agreement, operating agreement, joint venture agreement or similar agreement of the interests in BR Cxxxxxx DFW Portfolio JVBorrower of WAYPOINT BLUEROCK EXXXXX XX, LLC, the sole member of Borrower. LLC (A) The Buy-Sell Transfer may consist of either of the following Transfers: (1) The Transfer of the interests of BR DFW Portfolio JV Member, LLC, a Delaware limited liability company (for convenience, referred to herein as “ManagerManaging Interest”) to Cxxxxxx Co-Invest III DFW Portfolio, LLC, a Delaware limited liability company or to its wholly owned Affiliate WAYPOINT EXXXXX INVESTORS LP (for convenience, referred to herein as “EquityEquity Interest”) (either by purchase of the ownership interest of the Manager Managing Interest or replacement of the Manager Managing Interest as the general partner, manager or managing member). ) or (2) The a one-time Transfer pursuant to a buy-sell agreement or similar agreement of the Equity Interest to the Managing Interest, together with a simultaneous one-time Transfer of the Equity’s ownership to the Manager or to a wholly owned Affiliate of Manager (either by purchase of the ownership interest of the Equity or replacement of the Equity as Waypoint Exxxxx XX, LLC in Managing Interest to BR Exxxxx Managing Member, LLC (each alternative a participant in any management committee). (B) The “Buy-Sell Transfer will be a permitted Transfer if Transfer”), provided that each of the following conditions is satisfied: (1i) Borrower provides Lender with at least 30 days prior Notice of the proposed Buy-Sell Transfer and pays to Lender the Transfer Processing Review Fee. (2ii) At the time of the proposed Buy-Sell Transfer, no Event of Default has occurred and is continuing and no event or condition has occurred and is continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default; provided, however, if the Buy-Sell Transfer would cure the Event of Default, the Buy-Sell Transfer must occur within 60 days after all conditions in this Section have been met to Lender’s satisfaction. (3iii) Borrower pays or reimburses Lender, upon demand, for all costs and expenses, including all Attorneys’ Fees and Costs, incurred by Lender in connection with the Buy-Sell Transfer. (4iv) For At the purposes time of this Section 7.03(d)(iiithe Buy-Sell Transfer, Borrower pays to Lender a Transfer Fee in the following amount, as applicable: (A) $25,000 $50,000 if the Managing Interest will retain the managing member interest or general partnership interest, as applicable, in Borrower. (B) $50,000 $25,000 if the Equity Interest will obtain directly or indirectly the managing member interest or general partnership interest in, or would become the non-member manager of Borrower, as applicable (“New Borrower Principal”), Bluerock Residential Growth REIT, Inc. will be referred to as the “Bluerock Guarantor,” and Cxxxxxx Multifamily Real Estate Fund III, LP will be referred to as the “Cxxxxxx Guarantor.” (v) If there is a new manager of New Borrower (“New Manager”)Principal, New Manager Borrower Principal At the time of the Buy-Sell Transfer, if the Equity Interest is transferred to Managing Interest, then Managing Interest or its Affiliate provides a replacement guarantor (“New Manager Guarantor”) acceptable to Lender in Lender’s Discretion, and each of the following requirements is met met: (collectivelyA) New Guarantor has a net worth of at least $10,000,000, and liquid assets of at least $1,750,000. (B) Lender has received all information and organizational documents requested by Lender in Lender’s Discretion, with respect to New Guarantor. (C) New Guarantor executes a Guaranty in a form acceptable to Lender and in substantially the same form as the Guaranty executed on the Closing Date (“New Guaranty”), however, if New Guarantor is an entity, the “New Manager Requirements”):Guaranty has been modified to include, at New Guarantor’s option, either the Rider to Guaranty – Material Adverse Change, or the Rider to Guaranty – Minimum Net Worth/Liquidity. (D) Section 9.01 will be deemed to be modified to insert the following as a new subsection:

Buy-Sell Transfer. A one-time Transfer (“Buy-Sell Transfer”) pursuant to a buy-sell agreement, operating agreement, joint venture agreement or similar agreement agreement, including the appropriate provisions of the organizational documents of the Borrower, of the interests in BR Cxxxxxx DFW Portfolio JV, LLC, the sole member Borrower of Borrower. ____________ (A) The Buy-Sell Transfer may consist of either of the following Transfers: (1) The Transfer of the interests of BR DFW Portfolio JV Member, LLC, a Delaware limited liability company (for convenience, referred to herein as “ManagerManaging Interest”) to Cxxxxxx Co-Invest III DFW Portfolio, LLC, a Delaware limited liability company or to its wholly owned Affiliate (for convenience, referred to herein as “EquityEquity Interest”) (either by purchase of the ownership interest of the Manager Managing Interest or replacement of the Manager Managing Interest as the general partner, manager or managing member). (2) The or a Transfer of the Equity’s ownership Equity Interest to the Manager or Managing Interest held by BR VG Axx Arbor JV Member. LLC. a Delaware limited liability company ("Equity Interest") to Hxxxxxxx Equities #11 Limited Partnership. a wholly owned Affiliate of Manager Michigan limited partnership (either by purchase of the ownership interest of the Equity or replacement of the Equity as a participant in any management committee). (B) The "Buy-Sell Transfer will be a permitted Transfer if Transfer"), provided that each of the following conditions is satisfied: (1i) Borrower provides Lender with at least 30 days prior Notice of the proposed Buy-Sell Transfer and pays to Lender the Transfer Processing Review Fee. (2ii) At the time of the proposed Buy-Sell Transfer, no Event of Default has bas occurred and is continuing and no event or condition has occurred and is continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default; provided, however, if the Buy-Sell Transfer would cure the Event of Default, the Buy-Sell Transfer must occur within 60 days after all conditions in this Section have been met to Lender’s 's satisfaction. (3iii) Borrower pays or reimburses Lender, upon demand, for all costs and expenses, including all Attorneys’ ' Fees and Costs, incurred by Lender in connection with the Buy-Sell Transfer. (4iv) For At the purposes time of this Section 7.03(d)(iii)the Buy-Sell Transfer, Bluerock Residential Growth REITBorrower pays to Lender a Transfer Fee in the following amount, Inc. as applicable: (A) $25,000 if the Managing Interest will be referred to retain the managing member interest or general partnership interest, as applicable, in Borrower. (B) (Intentionally omitted) $50,000 if the “Bluerock Guarantor,” and Cxxxxxx Multifamily Real Estate Fund IIIEquity Interest will obtain, LP will be referred to as directly or indirectly, the “Cxxxxxx Guarantor.” If there is a new managing member interest or general partnership interest in, or would become the non-member manager of Borrower Borrower, as applicable (“New ManagerBorrower Principal”), New Manager provides a guarantor (“New Manager Guarantor”) acceptable to Lender in Lender’s Discretion, and each of the following requirements is met (collectively, the “New Manager Requirements”):.

Buy-Sell Transfer. A one-time Transfer (“Buy-Sell Transfer”) pursuant to a buy-sell agreement, operating agreement, joint venture agreement or similar agreement of the interests in BR Cxxxxxx DFW XX FL Portfolio JV, JV LLC, the sole member of Borrower. (A) The Buy-Sell Transfer may consist of either of the following Transfers: (1) The Transfer of the interests of BR DFW SW FL Portfolio JV Member, LLC, a Delaware limited liability company (for convenience, referred to herein as “Manager”) to Cxxxxxx Co-Invest III DFW IV SW FL Portfolio, LLC, a Delaware limited liability company or to its wholly owned Affiliate (for convenience, referred to herein as “Equity”) (either by purchase of the ownership interest of the Manager or replacement of the Manager as the general partner, manager or managing member). (2) The Transfer of the Equity’s ownership to the Manager or to a wholly owned Affiliate of Manager (either by purchase of the ownership interest of the Equity or replacement of the Equity as a participant in any management committee). (B) The Buy-Sell Transfer will be a permitted Transfer if each of the following conditions is satisfied: (1) Borrower provides Lender with at least 30 days prior Notice of the proposed Buy-Sell Transfer and pays to Lender the Transfer Processing Fee. (2) At the time of the proposed Buy-Sell Transfer, no Event of Default has occurred and is continuing and no event or condition has occurred and is continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default; provided, however, if the Buy-Sell Transfer would cure the Event of Default, the Buy-Sell Transfer must occur within 60 days after all conditions in this Section have been met to Lender’s satisfaction. (3) Borrower pays or reimburses Lender, upon demand, for all costs and expenses, including all Attorneys’ Fees and Costs, incurred by Lender in connection with the Buy-Sell Transfer. (4) For the purposes of this Section 7.03(d)(iii), Bluerock Residential Growth REIT, Inc. will be referred to as the “Bluerock Guarantor,” and Cxxxxxx Multifamily Real Estate Fund III, LP MPC Partnership Holdings LLC will be referred to as the “Cxxxxxx Guarantor.” If there is a new manager of Borrower (“New Manager”), New Manager provides a guarantor (“New Manager Guarantor”) acceptable to Lender in Lender’s Discretion, and each of the following requirements is met (collectively, the “New Manager Requirements”): (I) At the time of the Buy-Sell Transfer, if the Manager is the transferor, the Cxxxxxx New Manager Guarantor has a net worth of at least $15,000,000, and liquid assets of at least $3,263,000. (II) Lender has received all information and organizational documents requested by Lender in Lender’s Discretion, with respect to New Manager Guarantor At the time of the Buy-Sell Transfer, if the Equity is the transferor, the Bluerock Guarantor has a net worth of at least $15,000,000, and liquid assets of at least $3,263,000. (III) New Manager Guarantor The Bluerock Guarantor (if the Equity is the transferor) or the Cxxxxxx Guarantor (if the Manager is the transferor) executes a ratification of its Guaranty in a form acceptable to Lender and in substantially the same form as the Guaranty executed on the Closing Date (“New Manager Guaranty”), however, if New Manager Guarantor is an entity, the following conditions will be applicable:

Buy-Sell Transfer. A one-time Transfer (“Buy-Sell Transfer”) pursuant to a buy-sell agreement, operating agreement, joint venture agreement or similar agreement of the interests in BR Cxxxxxx DFW Portfolio JV, LLC[CHOOSE ONE]_____________. [INSERT THE NAME OF BORROWER] [OR] ___________ [INSERT THE NAME OF THE CONSTITUENT ENTITY IN BORROWER IN WHICH THE BUY-SELL RIGHTS EXIST], the sole member ______ of Borrower.. [INSERT RELATIONSHIP TO BORROWER] (A) The Buy-Sell Transfer may consist of either of the following Transfers: (1) The Transfer of the interests of BR DFW Portfolio JV Member, LLC, a Delaware limited liability company ___________ [INSERT THE NAME OF THE GENERAL PARTNER OR MANAGER] (for convenience, referred to herein as “Manager”) to Cxxxxxx Co-Invest III DFW Portfolio, LLC, a Delaware limited liability company ______________ [INSERT NAME OF ENTITY HOLDING THE EQUITY] or to its wholly owned Affiliate (for convenience, referred to herein as “Equity”) (either by purchase of the ownership interest of the Manager or replacement of the Manager as the general partner, manager or managing member). (2) The Transfer of the Equity’s ownership to the Manager or to a wholly owned Affiliate of Manager (either by purchase of the ownership interest of the Equity or replacement of the Equity as a participant in any management committee)Manager. (B) The Buy-Sell Transfer will be a permitted Transfer if each of the following conditions is satisfied: (1) Borrower provides Lender with at least 30 days prior Notice of the proposed Buy-Sell Transfer and pays to Lender the Transfer Processing Fee. (2) At the time of the proposed Buy-Sell Transfer, no Event of Default has occurred and is continuing and no event or condition has occurred and is continuing that, with the giving of Notice or the passage of time, or both, would become an Event of Default; provided, however, if the Buy-Sell Transfer would cure the Event of Default, the Buy-Sell Transfer must occur within 60 days after all conditions in this Section have been met to Lender’s satisfaction. (3) Borrower pays or reimburses Lender, upon demand, for all costs and expenses, including all Attorneys’ Fees and Costs, incurred by Lender in connection with the Buy-Sell Transfer. (4) For the purposes of this Section 7.03(d)(iii), Bluerock Residential Growth REIT, Inc. will be referred to as the “Bluerock Guarantor,” and Cxxxxxx Multifamily Real Estate Fund III, LP will be referred to as the “Cxxxxxx Guarantor.” If there is a new manager of Borrower (“New Manager”), New Manager provides a guarantor (“New Manager Guarantor”) reasonably acceptable to Lender in Lender’s Discretion, and each of the following requirements is met (collectively, the “New Manager Requirements”): (I) At the time of the Buy-Sell Transfer, New Manager Guarantor has a net worth of at least [$__________], and liquid assets of at least [$_______]. [INSERT AMOUNTS SPECIFIED IN COMMITMENT OR XXXX] (II) Lender receives all information and organizational documents reasonably requested by Lender, with respect to New Manager Guarantor. (III) New Manager Guarantor executes a Guaranty in a form acceptable to Lender and in substantially the same form as the Guaranty executed on the Closing Date (“New Manager Guaranty”), however, if New Manager Guarantor is an entity, the following conditions will be applicable: