Bluerock Enhanced Multifamily Trust, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 8th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the 2nd day of April, 2014 (the “Effective Date”), by and between Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “REIT”, which terms shall include any entity controlled directly or indirectly by the REIT), Bluerock Residential Holdings, L.P., a Delaware limited partnership (the “Operating Partnership”) and Gary T. Kachadurian, an individual (“Indemnitee”). The term “Company” as used in this Agreement is intended to refer to both or either of the REIT and/or the Operating Partnership, as the context requires so as to interpret the relevant provision in such a manner as to permit the broadest scope of allowable indemnification for Indemnitee hereunder permitted by applicable law and regulations.

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MULTIFAMILY LOAN AND SECURITY AGREEMENT (Revised 5-5-2017)
Multifamily Loan and Security Agreement • November 3rd, 2017 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts

THIS MULTIFAMILY LOAN AND SECURITY AGREEMENT (“Loan Agreement”) is dated as of the 30th day of October, 2017 and is made by and between BR HUNTERS CREEK, LLC, a Delaware limited liability company (“Borrower”), and WALKER & DUNLOP, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).

TENNESSEE MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (Form 4043, 06/09)
And Security Agreement • October 5th, 2010 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts

PAGE 1. DEFINITIONS. 1 2. UNIFORM COMMERCIAL CODE SECURITY AGREEMENT. 7 3. ASSIGNMENT OF RENTS; APPOINTMENT OF RECEIVER; LENDER IN POSSESSION. 7 4. ASSIGNMENT OF LEASES; LEASES AFFECTING THE MORTGAGED PROPERTY. 9 6. EXCULPATION. 11 7. DEPOSITS FOR TAXES, INSURANCE AND OTHER CHARGES. 12 8. COLLATERAL AGREEMENTS. 13 9. APPLICATION OF PAYMENTS. 13 10. COMPLIANCE WITH LAWS. 13 11. USE OF PROPERTY. 14 12. PROTECTION OF LENDER'S SECURITY. 14 13. INSPECTION. 14 14. BOOKS AND RECORDS; FINANCIAL REPORTING. 14 15. TAXES; OPERATING EXPENSES. 16 16. LIENS; ENCUMBRANCES. 17

Lock-up Agreement January 13, 2015
Lock-Up Agreement • March 4th, 2015 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
MULTIFAMILY NOTE FLOATING RATE
Bluerock Residential Growth REIT, Inc. • February 24th, 2016 • Real estate investment trusts

FOR VALUE RECEIVED, BR CARROLL PHILLIPS CREEK RANCH, LLC, a Delaware limited liability company (together with such party’s or parties’ successors and assigns, “Borrower”) jointly and severally (if more than one), promises to pay to the order of CBRE CAPITAL MARKETS, INC., a Texas corporation, the principal sum of $38,684,000.00, with interest on the unpaid principal balance, as hereinafter provided.

March 28, 2014
Bluerock Residential Growth REIT, Inc. • August 13th, 2014 • Real estate investment trusts • New York
EMPLOYMENT AGREEMENT
Employment Agreement • April 5th, 2019 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York

THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and between Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “REIT”), Bluerock Residential Holdings, L.P, a Delaware limited partnership, the operating partnership subsidiary of the REIT (the “Operating Partnership”), and the Operating Partnership’s subsidiary, Bluerock REIT Operator, LLC, a Delaware limited liability company (“REIT Operator” and, together with the REIT and the Operating Partnership, the “Company”), and Michael DiFranco (“Executive”) is dated as of the Effective Date.

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BELL BR WATERFORD CROSSING JV, LLC A DELAWARE LIMITED LIABILITY COMPANY
Limited Liability Company Agreement • April 1st, 2015 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
4,000,000 Shares BLUEROCK RESIDENTIAL GROWTH REIT, INC. Class A Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 13th, 2017 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
Lock-up Agreement October 2, 2014
Lock-Up Agreement • March 4th, 2015 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT FLORIDA (Revised 3-1-2014)
And Security Agreement • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts

THIS MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (“Instrument”) is made to be effective this 5th day of January, 2016, between BR CARROLL PALMER RANCH, LLC, a limited liability company organized and existing under the laws of Delaware, whose address is c/o Carroll Organization, LLC, 3340 Peachtree Road, Suite 2250, Atlanta, Georgia 30326, as mortgagor (“Borrower”), and JONES LANG LASALLE MULTIFAMILY, LLC, a limited liability company organized and existing under the laws of Delaware, whose address is 3344 Peachtree Road NE, Suite 1100, Atlanta, Georgia 30326, as mortgagee (“Lender”). Borrower’s organizational identification number, if applicable, is 5886259.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BR CHESHIRE Member, LLC A DELAWARE LIMITED LIABILITY COMPANY AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BR CHESHIRE Member, LLC A DELAWARE LIMITED LIABILITY COMPANY
Limited Liability Company Agreement • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BR CHESHIRE Member, LLC (herein referred to as the “Agreement”), is made and entered into dated as of December 16, 2015 (the “Effective Date”), by and among BRG Cheshire, LLC, a Delaware limited liability company, as the Class A Member (“BRG”), and Bluerock Special Opportunity + Income Fund III, LLC, a Delaware limited liability company (“SOIF III”), as the Class B Member (BRG and SOIF III, together with any additional members hereinafter admitted, are referred to as the “Members”).

LIMITED LIABILITY COMPANY AGREEMENT OF BR ROSWELL, LLC
Limited Liability Company Agreement • December 7th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT of BR ROSWELL, LLC, a Delaware limited liability company (the “Company”), as amended from time to time, (the "Agreement") is entered into among BR Hawthorne Springhouse JV, LLC, a Delaware limited liability company, the sole member of the Company (the "Member"), Michael L. Konig (“Springing Member 1”), and Jordan B. Ruddy (“Springing Member 2” and together with Springing Member 1, the “Springing Members”).

ADVISORY AGREEMENT
Advisory Agreement • January 30th, 2009 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts • Maryland

THIS ADVISORY AGREEMENT (this “Agreement”), dated as of the [l] day of [l], 2008 (the “Effective Date”), is entered into by and among Bluerock Enhanced Multifamily Trust, Inc., a Maryland corporation (the “Company”), Bluerock Enhanced Multifamily Holdings, L.P., a Delaware limited partnership (the “Operating Partnership”), and Bluerock Enhanced Multifamily Advisor, LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

MANAGEMENT AGREEMENT among Bluerock Residential Growth REIT, Inc. Bluerock Residential Holdings, LP and BRG Manager, LLC Dated as of _______ , 2014
Management Agreement • March 26th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York

MANAGEMENT AGREEMENT, dated as of ______ , 2014, among Bluerock Residential Growth REIT, Inc., a Maryland corporation (“BRG”), Bluerock Residential Holdings, LP, a Delaware limited partnership (the “Operating Partnership”) and BRG Manager, LLC, a Delaware limited liability company (the “Manager”).

Pledge Agreement
Pledge Agreement • April 8th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York

THIS PLEDGE AGREEMENT (this “Agreement”), dated as of April 2, 2014, is entered into by and between BLUEROCK RESIDENTIAL GROWTH REIT, INC., a Maryland corporation (the “Pledgee”), and Bluerock Special Opportunity + Income Fund, LLC, a Delaware limited liability company (the “Pledgor”). Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Contribution Agreement (as defined below).

LIMITED LIABILITY COMPANY AGREEMENT OF BRG CWS PORTFOLIO, LLC March 9, 2017
Limited Liability Company Agreement • August 9th, 2017 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT of BRG CWS PORTFOLIO, 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").

BLUEROCK RESIDENTIAL GROWTH REIT, INC. Up to 20,000,000 Shares of Series T Redeemable Preferred Stock, par value $.01 per share DEALER MANAGER AGREEMENT November 13, 2019
Dealer Manager Agreement • November 19th, 2019 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York

Bluerock Residential Growth REIT, Inc. a Maryland corporation (the “Company”), has proposed to offer for public sale (the “Offering”) a maximum of 20,000,000 shares of Series T Redeemable Preferred Stock, $0.01 par value per share (collectively, the “Shares,” and each, a “Share”). Shares are to be issued and sold to the public on a “reasonable best efforts” basis through you (the “Dealer Manager”), as the managing dealer, and the broker-dealers participating in the Offering (the “Participating Broker-Dealers”), at a price of $25.00 per Share. The price at which Shares will be offered and sold is subject in certain circumstances to discounts based upon certain categories of purchasers.

MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING TEXAS (Revised 7-17-2014)
Security Agreement and Fixture Filing • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts

THIS MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (“Instrument”) is made to be effective as of this 29th day of October, 2015, by BR CARROLL PHILLIPS CREEK RANCH, LLC, a limited liability company organized and existing under the laws of Delaware, whose address is c/o Carroll Organization, LLC, 3340 Peachtree Road, Suite 1620, Atlanta, Georgia 30326, as trustor (“Borrower”), to REBECCA S. CONRAD, as trustee (“Trustee”), for the benefit of CBRE CAPITAL MARKETS, INC., a corporation organized and existing under the laws of Texas, whose address is c/o GEMSA Loan Services, L.P., 929 Gessner Road, Suite 1700, Houston, Texas 77024, as beneficiary (“Lender”). Borrower’s organizational identification number, if applicable, is 5830756.

MULTIFAMILY LOAN AND SECURITY AGREEMENT (NON-RECOURSE) BY AND BETWEEN BELL BR WATERFORD CROSSING JV, LLC, a Delaware limited liability company AND CWCAPITAL LLC, a Massachusetts limited liability company DATED AS OF April 4, 2012
Multifamily Loan and Security Agreement • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts

This MULTIFAMILY LOAN AND SECURITY AGREEMENT (as amended, restated, replaced, supplemented or otherwise modified from time to time, the "Loan Agreement") is made as of the Effective Date (as hereinafter defined) by and between BELL BR WATERFORD CROSSING JV, LLC, a Delaware limited liability company ("Borrower"), and CWCAPITAL LLC, a Massachusetts limited liability company ("Lender").

PROPERTY MANAGEMENT AGREEMENT dated as of December 1, 2016 between BR ROSWELL, LLC Owner and CARROLL MANAGEMENT GROUP, LLC Manager PROPERTY MANAGEMENT AGREEMENT
Property Management Agreement • December 7th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts

THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is made as of December 1, 2016 (the “Effective Date”), by and between BR ROSWELL, LLC, a Delaware limited liability company ("Owner"), and CARROLL MANAGEMENT GROUP, LLC, a Georgia limited liability company ("Manager").

THIRD AMENDED AND RESTATED ADVISORY AGREEMENT AMONG BLUEROCK MULTIFAMILY GROWTH REIT, INC., BLUEROCK MULTIFAMILY HOLDINGS, LP, AND BLUEROCK MULTIFAMILY ADVISOR, LLC THIRD AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • February 28th, 2013 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts • Maryland

THIS THIRD AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of the 27th day of February, 2013 (the “Effective Date”), is entered into by and among Bluerock Multifamily Growth REIT, Inc., a Maryland corporation (the “Company”), Bluerock Multifamily Holdings, L.P., a Delaware limited partnership (the “Operating Partnership”), and Bluerock Multifamily Advisor, LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

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LIMITED LIABILITY COMPANY AGREEMENT OF BR CWS CIBOLO CANYON OWNER, LLC
Limited Liability Company Agreement • August 9th, 2017 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware

This Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of BR CWS CIBOLO CANYON OWNER, LLC (the “Company”), is entered into by BR CWS 2017 PORTFOLIO JV, LLC, a Delaware limited liability company, as the sole equity member (the “Member”) as of the 22nd day of March, 2017. Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.

LIMITED LIABILITY COMPANY AGREEMENT OF BR CWS PORTFOLIO MEMBER, LLC March 9, 2017
Limited Liability Company Agreement • August 9th, 2017 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT of BR CWS PORTFOLIO MEMBER, LLC, a Delaware limited liability company (the “Company”), as amended from time to time, (the “Agreement”) is entered into by BRG CWS Portfolio, LLC, a Delaware limited liability company, the sole member and manager of the Company (the “Member”).

LIMITED LIABILITY COMPANY AGREEMENT OF BR CARROLL GLENRIDGE JV LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF OCTOBER 13, 2016
Limited Liability Company Agreement • October 19th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York

THIS LIMITED LIABILITY COMPANY AGREEMENT of BR CARROLL GLENRIDGE JV LLC (“JV” or “Company”) is made and entered into and is effective as of October 13, 2016, by and between BR Glenridge JV Member, LLC, a Delaware limited liability company (“Bluerock”) and Carroll Co-Invest IV Glenridge, LLC, a Georgia limited liability company (“Carroll”) (this “Agreement”). Capitalized terms used herein shall have the meanings ascribed to such terms in this Agreement.

ASSIGNMENT OF MANAGEMENT AGREEMENT AND SUBORDINATION OF MANAGEMENT FEES (Revised 7-12-2016)
Assignment of Management Agreement • October 19th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts

THIS ASSIGNMENT OF MANAGEMENT AGREEMENT AND SUBORDINATION OF MANAGEMENT FEES (“Assignment”) is made effective as of the 13th day of October, 2016, by and among BR CARROLL GLENRIDGE, LLC, a Delaware limited liability company (“Borrower”), KEYBANK NATIONAL ASSOCIATION, a national banking association (“Lender”), and CARROLL MANAGEMENT GROUP, LLC, a Georgia limited liability company (“Property Manager”).

MANAGEMENT AGREEMENT among Bluerock Residential Growth REIT, Inc. Bluerock Residential Holdings, L.P. and BRG Manager, LLC Dated as of April 2, 2014
Management Agreement • April 8th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York

MANAGEMENT AGREEMENT, dated as of April 2, 2014, among Bluerock Residential Growth REIT, Inc., a Maryland corporation (“BRG”), Bluerock Residential Holdings, L.P., a Delaware limited partnership (the “Operating Partnership”) and BRG Manager, LLC, a Delaware limited liability company (the “Manager”).

LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT OF BRG FLAGLER VILLAGE, LLC (the “Company”), is dated as of December 18, 2015 (this “Agreement”), by Bluerock Residential Holdings, LP, a Delaware limited partnership, as the sole member of the Company (the “Member”).

Sponsor Guaranty
Sponsor Guaranty • April 12th, 2022 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York

This SPONSOR GUARANTY (this “Agreement”) dated as of April 6, 2022, is made by and among the entity identified as the “Guarantor” on the signature pages hereof (the “Guarantor”) and DEUTSCHE BANK AG, NEW YORK BRANCH, as administrative agent for the Secured Parties under the Loan Agreement (as defined below) (in such capacity and together with any successors in such capacity, the “Administrative Agent”).

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BLUEROCK RESIDENTIAL HOLDINGS, L.P. (a Delaware limited partnership)
Bluerock Residential Growth REIT, Inc. • March 26th, 2014 • Real estate investment trusts • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BLUEROCK RESIDENTIAL HOLDINGS, L.P. (the “Partnership”), dated as of _________, 2014, is made and entered into by and among Bluerock Residential Growth REIT, Inc., a Maryland corporation (together with its successors and assigns, the “General Partner”), and the Limited Partners set forth on the attached Exhibit A.

PROPERTY MANAGEMENT AGREEMENT
Property Management Agreement • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts

This PROPERTY MANAGEMENT AGREEMENT (the “Agreement”), entered into as of this 29th day of March, 2012, by Bell BR Waterford Crossing JV, LLC, a Delaware limited liability company (“Owner”) and Bell Partners Inc., a North Carolina corporation (“Manager”).

Bluerock Residential Growth REIT, Inc. and Computershare Inc. and Computershare Trust Company, N.A. as Warrant Agent Warrant Agreement Dated as of November 16, 2018
Warrant Agreement • November 19th, 2018 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York

WARRANT AGREEMENT dated as of November 16, 2018 (this “Agreement”), between Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company N.A., a federally chartered trust company, collectively as warrant agent (together with their respective successors and assigns, the “Warrant Agent”).

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • January 26th, 2011 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts • New York

This PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of January 20, 2011, made by BEMT Meadowmont, LLC, a Delaware limited liability company (“BEMT”) for Bluerock Special Opportunity + Income Fund II, LLC, a Delaware limited liability company (the “SOIF II”), recites and provides:

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