0001144204-14-011205 Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • February 24th, 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”).

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INVESTMENT ALLOCATION AGREEMENT
Investment Allocation Agreement • February 24th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York

This INVESTMENT ALLOCATION AGREEMENT (this “Agreement”) is dated as of , 2014, by and among Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “Company”), Bluerock Residential Holdings, LP, a Delaware limited partnership (the “Operating Partnership”), BRG Manager, LLC, a Delaware limited liability company (the “Manager”), and Bluerock Real Estate, LLC, a Delaware limited liability company (“Bluerock”). Capitalized terms used herein and not otherwise defined are as defined on Schedule I hereto.

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