FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITYCOMPANY AGREEMENT OF BR BOCA JV MEMBER, LLC

Exhibit 10.456

FIRST AMENDMENT

TO

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

BR BOCA JV MEMBER, LLC

THIS FIRST AMENDMENT to the Amended and Restated Limited Liability Company Agreement (the “Amendment”) of BR BOCA JV MEMBER, LLC, a Delaware limited liability company (the “Company”), is made as of February 15, 2017 and shall be effective as of the 6^th day of January, 2017 (the “Amendment Date”), by BRG BOCA, LLC, a Delaware limited liability company (“BRG”), and BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND II, LLC, a Delaware limited liability company (“SOIF II”) (each, a “Member” and together, the “Members”).

RECITALS

WHEREAS, BR Boca JV Member, LLC was duly formed on June 21, 2016 pursuant to the Delaware Limited Liability Company Law, as amended from time to time (the “Act”).

WHEREAS, the initial members of the Company, BRG and SOIF II, entered into that certain Amended and Restated Limited Liability Company Agreement for the Company dated effective as of January 6, 2017 (the “LLC Agreement”).

WHEREAS, the Members desire to amend the LLC Agreement as of the Amendment Date to correct the scrivener’s error and otherwise on the terms and conditions set forth herein.

AGREEMENT

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 that the LLC Agreement is hereby modified and amended as set forth below. Capitalized terms used herein without definition shall have the meanings given in the LLC Agreement.

1.            Section 4(a) is hereby deleted in its entirety and replaced with the following:

(a)          Subject to Sections 7(d) and 7(e), the Company, and each of the Manager and the Management Committee on behalf of the Company (as applicable), (i) shall have and exercise all powers necessary, convenient, or incidental to accomplish its purposes as set forth in Section 3 and (ii) subject to Section 3, shall have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

2.           The last sentence of Section 5 is hereby deleted in its entirety and replaced with the following:

Subject to Section 7, the Members may act by written consent.

3.           Sections 7(a), 7(b) and 7(c) are hereby deleted in their entirety, and are replaced with the following:

(a)       Subject to Sections 7(d) and 7(e), as applicable, the business and affairs of the Company shall be managed by or under the direction of the Manager. The initial Manager shall be SOIF II. The Manager shall hold office until such Manager’s dissolution, death or resignation. Subject to the provisions of this Section 7 and Section 17, any successor Manager shall be appointed by a majority of the Membership Interests. Upon exercise by BRG in its capacity as optionee under the Option Agreement, BRG shall automatically succeed as, and become, Manager of the Company.

(b)       Powers. Subject to Sections 3, 7(d) and 7(e), 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. Subject to Sections 3, 7(d) and 7(e), the Manager has the authority to bind the Company.

(c)       Manager as Agent. To the extent of its powers set forth in this Agreement and subject to Sections 7(d) and 7(e), the Manager is an agent of the Company for the purpose of the Company’s business, and the actions of the Manager taken in accordance with such powers set forth in this Agreement shall bind the Company.

4.          A new Section 7(e) is hereby added to the LLC Agreement, and shall read as follows:

(e)       Management Committee. BRG and SOIF II hereby establish a management committee (the “Management Committee”) and, subject to Section 7(d), grants to the Management Committee the sole and exclusive right, power and authority to make, approve or disapprove all Major Decisions (as hereinafter defined) on behalf of the Company. The Management Committee may appoint individuals to act its behalf pursuant to this Section 7(e), with such titles and authority as determined from time to time by the Management Committee.

The LLC Agreement, as amended, remains in full force and effect, unmodified except as specifically set forth herein. In the event of any conflict between the provisions of this Amendment and the provisions of the LLC Agreement, the provisions of this Amendment shall govern and control. This Amendment shall be governed by the laws of the State of Delaware.

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IN WITNESS WHEREOF, the Members have executed this Amendment to be effective as of the Amendment Date set forth above.