BR SPRINGHOUSE MANAGING MEMBER, LLC FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT

Exhibit 10.54

BR SPRINGHOUSE MANAGING MEMBER, LLC
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT

This First Amendment to Limited Liability Company Agreement (this “First Amendment”) is adopted, executed, and agreed to effective on June 27, 2012, by and among Bluerock Special Opportunity + Income Fund, LLC, a Delaware limited liability company (“SOIF”) and BEMT Springhouse, LLC, a Delaware limited liability company (“BEMT”), as Members (together, the “Members”). Undefined terms used herein shall have the meaning ascribed to them in the Agreement and the BR Xxxxxxxxx XX Operating Agreement.

W I T N E S S E T H :

WHEREAS, BR Springhouse Managing Member, LLC, a Delaware limited liability company (the “Company”), was formed on September 28, 2009, pursuant to the Act;

WHEREAS, the Members entered into that certain Limited Liability Company Agreement dated December 3, 2009 (the “Agreement”) providing for the operation and administration of the Company;

WHEREAS, SOIF has sold and transferred to BEMT a 1.0% Interest in the Company on even date herewith, and now SOIF and BEMT desire for BEMT to serve as sole Manager of the Company and to modify control over certain decisions affecting the Company such that BEMT shall have control over daily activities of the Company and BR Xxxxxxxxx XX; and

WHEREAS, the parties are concurrently entering into that certain Assignment of Manager Interest concurrently herewith, pursuant to which SOIF is assigning its interests as Manager of the Company to BEMT.

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

1.          Section 9.1 is hereby deleted in its entirety and replaced with the following:

9.1           Management.

  (a)          The Company shall be managed by BEMT (the “Manager”). Any use of the term “Managers” in this Agreement shall refer only to BEMT. To the extent that BEMT or a BEMT Transferee Transfers all or a portion of its Interest in accordance with Section 12 to a BEMT Transferee, such BEMT Transferee may be appointed as an additional Manager under this Section 9.1(a) by BEMT or a BEMT Transferee then holding all or a portion of an Interest without any further action or authorization by any Member. The Manager may not be removed by the Members other than for an act or omission related to the Company constituting gross negligence or fraud.

  (b)          The Manager 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, except that any Major Decision or other matter submitted by the Manager to the Members shall require the express and unanimous approval of the Members; provided, that any decision to be made by the Company or its Representatives on the Management Committee of the BR Xxxxxxxxx XX pursuant to clauses (xi), (xii) and (xvii) of Exhibit E to the BR Xxxxxxxxx XX Operating Agreement, shall only require the approval of and be subject to the direction of BEMT and not any other Member of the Company; provided, further, that only BEMT, and not any other Member of the Company, shall have the power and authority to exercise the powers and privileges of the Company as manager of the BR Xxxxxxxxx XX. Without limiting the foregoing, only BEMT, and not any other Member, shall have the power and authority to approve and act in respect to, and to direct the Company’s Representatives on the Management Committee as to: (1) the calculation and determination of the amount of and distribution of Distributable Funds under Section 6.1(a) of the BR Xxxxxxxxx XX Operating Agreement and (2) the approval and actions in respect of, the Annual Business Plan under Section 9.3 of the BR Xxxxxxxxx XX Operating Agreement on behalf of the Company and the Company’s Representatives on the Management Committee of the BR Xxxxxxxxx XX.

(c)         The Manager may appoint individuals to act on behalf of the Company with such titles and authority as determined from time to time by the Manager. Each of such individuals shall hold office until his or her death, resignation or replacement by any Manager.

2.          The Members also hereby amend Exhibit A to provide for the Transfer as attached hereto.

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the Members have executed this First Amendment as of the date set forth above.

	Bluerock Special Opportunity + Income Fund, LLC,
	a Delaware limited liability company
	By:	Bluerock Real Estate, L.L.C.,
		a Delaware limited liability company,
		its Manager
	By:	/s/ Jordan X. Xxxxx
	Name:	Jordan X. Xxxxx
	Title:	Authorized Signatory
	BEMT Springhouse, LLC,
	a Delaware limited liability company
	By:	Bluerock Enhanced Multifamily Holdings, L.P.,
		a Delaware limited partnership,
		its Sole Member
	By:	Bluerock Enhanced Multifamily Trust, Inc.,
		a Maryland corporation,
		its General Partner
		By:	/s/ Jordan X. Xxxxx
		Name:	Jordan X. Xxxxx
		Title:	Senior Vice President and
			Chief Operating Officer

Capital Contributions and Percentage Interests

Member Name		Capital Contribution				Percentage Interest
Bluerock Special Opportunity + Income Fund, LLC		$	1,841,667				49	%
BEMT Springhouse, LLC		$	1,919,667				51	%