0001144204-14-049373 Sample Contracts

Bluerock Residential Growth REIT, Inc.Contract (August 13th, 2014)
Bluerock Residential Growth REIT, Inc.ENVIRONMENTAL INDEMNITY AGREEMENT (August 13th, 2014)

This ENVIRONMENTAL INDEMNITY AGREEMENT (this ''Agreement”), dated as of April 4, 2012, is executed by BELL BR WATERFORD CROSSING JV, LLC, a Delaware limited liability company ("Borrower"), to and for the benefit of CWCAPITAL LLC, a Massachusetts limited liability company ("Lender").

Bluerock Residential Growth REIT, Inc.LIMITED LIABILITY COMPANY AGREEMENT OF BR T&C BLVD., LLC (August 13th, 2014)

THIS LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time, this “Agreement” or this “Limited Liability Company Agreement”) is made and entered into this 30th day of June, 2014, by and between HCH 106 Town and County L.P., a Delaware limited partnership (the “TCR Member”), and BR T&C BLVD JV MEMBER, LLC, a Delaware limited liability company (the “BR Member”).

Bluerock Residential Growth REIT, Inc.March 28, 2014 (August 13th, 2014)
Bluerock Residential Growth REIT, Inc.BR OAK CREST VILLAS, LLC LIMITED LIABILITY COMPANY agreement (August 13th, 2014)

This Limited Liability Company Agreement (this “Agreement”) is adopted, executed, and agreed to this 12th day of December, 2011, by Bluerock Special Opportunity + Income Fund II, LLC, a Delaware limited liability company with its principal executive offices located at 70 East 55th Street, 9th Floor, New York, New York 10022, as sole member (the “Member”).

Bluerock Residential Growth REIT, Inc.CONSTRUCTION LOAN AGREEMENT for a loan in the amount of MADE BY AND BETWEEN UCFP OWNER, LLC, a Delaware limited liability company, as Trustee under the BR/CDP Colonial Trust Agreement dated December 15, 2013 AND KEYBANK NATIONAL ASSOCIATION, a national ... (August 13th, 2014)
Bluerock Residential Growth REIT, Inc.Contract (August 13th, 2014)

THIS DOCUMENT WAS PREPARED BY, AND AFTER RECORDING, RETURN TO: Dentons US LLP 233 South Wacker, Suite 7800 Chicago, Illinois 60606 Attention: Steven R. Davidson, Esq.

Bluerock Residential Growth REIT, Inc.MEMBERSHIP INTEREST PURCHASE AGREEMENT (August 13th, 2014)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 31 day of [December, 2013], but effective as of the Effective Time (as defined below), by and between CATALYST DEVELOPMENT PARTNERS II, LLC, a Georgia limited liability company (“Purchaser”) and TRIBRIDGE RESIDENTIAL, LLC, a Georgia limited liability company (“Seller”).

Bluerock Residential Growth REIT, Inc.MEMBERSHIP INTEREST PURCHASE AGREEMENT (August 13th, 2014)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT, is entered into as of May 28, 2014 (the “Effective Date”), by and among WAYPOINT ENDERS INVESTORS, LP, a Delaware limited partnership (“WEI”), WAYPOINT ENDERS GP, LLC, a Delaware limited liability company (“WEGP”; WEI and WEGP are individually referred to as a “Seller” and collectively referred to as the “Sellers”) and WAYPOINT BLUEROCK ENDERS JV, LLC, a Delaware limited liability company (“Purchaser”).

Bluerock Residential Growth REIT, Inc.CONSTRUCTION LOAN AGREEMENT EXECUTED BY AND BETWEEN BR T&C Blvd., LLC, a Delaware limited liability company, as Borrower and COMPASS BANK, an Alabama banking corporation, as Administrative Agent and The Lenders signatory hereto (August 13th, 2014)

THIS CONSTRUCTION LOAN AGREEMENT (this “Agreement”), is dated effective as of July 1, 2014, by and between BR T&C BLVD., LLC, a Delaware limited liability company (“Borrower”), COMPASS BANK, an Alabama banking corporation (in its individual capacity, “Compass”), and each of the lenders that is a signatory hereto or which becomes a signatory hereto (including Compass, each individually a “Lender” and collectively, the “Lenders”). Compass, in its capacity as Administrative Agent for the Lenders, is hereinafter referred to as the “Administrative Agent”.

Bluerock Residential Growth REIT, Inc.OWNER-CONTRACTOR CONSTRUCTION AGREEMENT (August 13th, 2014)

This Owner-Contractor Construction Agreement (this "Agreement"), dated as of June 30, 2014, is between BR T&C Blvd., LLC, a Delaware limited liability company ("Owner"), whose address is 820 Gessner, Suite 760, Houston, Texas 77024, and Maple Multi-Family TX Contractor, L.L.C., a Texas limited liability company ("Contractor"), whose address is 820 Gessner, Suite 760, Houston, Texas 77024. An additional copy of any notice to Owner shall be provided to Owner at c/o of Bluerock Real Estate, LLC, 712 Fifth Avenue, 9th Floor, New York, NY 10019, Attn: Jordan Ruddy and Michael Konig. Owner and Contractor agree as follows:

Bluerock Residential Growth REIT, Inc.BR-NPT SPRINGING ENTITY, LLC, as assignor (Borrower) to ARBOR COMMERCIAL MORTGAGE, LLC, as assignee (Lender) (August 13th, 2014)

THIS ASSIGNMENT OF LEASES AND RENTS (this "Assignment") is made as of the 24th day of December, 2013 by BR-NPT SPRINGING ENTITY, LLC, a Delaware limited liability company, as assignor, having its principal place of business at c/o Bluerock Real Estate, L.L.C., 712 Fifth Avenue, 9th Floor, New York, New York 10019 ("Borrower"), to ARBOR COMMERCIAL MORTGAGE, LLC, a New York limited liability company as assignee, having an address at 333 Earle Ovington Boulevard, Uniondale, New York 11553 (together with its successors and/or assigns, "Lender").

Bluerock Residential Growth REIT, Inc.March 28, 2014 (August 13th, 2014)
Bluerock Residential Growth REIT, Inc.LIMITED LIABILITY COMPANY AGREEMENT OF BR CARROLL LANSBROOK JV, LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF FEBRUARY 12, 2014 LIMITED LIABILITY COMPANY AGREEMENT OF BR CARROLL LANSBROOK JV, LLC (August 13th, 2014)

THIS LIMITED LIABILITY COMPANY AGREEMENT of BR CARROLL LANSBROOK JV, LLC ("JV" or "Company") is made and entered into and is effective as of February 12, 2014, by and between BR Lansbrook JV Member, LLC, a Delaware limited liability company ("Bluerock") and Carroll Lansbrook JV Member, LLC, a Georgia limited liability company ("Carroll") (this "Agreement"). Capitalized terms used herein shall have the meanings ascribed to such terms in this Agreement.

Bluerock Residential Growth REIT, Inc.PROMISSORY NOTE (August 13th, 2014)

This Note is issued by Maker pursuant to that certain Construction Loan Agreement of even date herewith (as the same may be amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) entered into between Payee and Maker. This Note evidences the principal amount of the Loan (as defined in the Loan Agreement). Payment of this Note is governed by the Loan Agreement, the terms of which are incorporated herein by express reference as if fully set forth herein. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Loan Agreement.

Bluerock Residential Growth REIT, Inc.LIMITED LIABILITY COMPANY AGREEMENT OF BRG UCFP INVESTOR, LLC (August 13th, 2014)

THIS LIMITED LIABILITY AGREEMENT (“Agreement”) of BRG UCFP INVESTOR, LLC, a Delaware limited liability company (the “Company”), is effective as of July 30, 2014, between the Company and Bluerock Residential Holdings, LP, a Delaware limited partnership, as the sole member of the Company (the “Member”).

Bluerock Residential Growth REIT, Inc.FIRST AMENDMENT TO LIMITED LIABILITY COMPANY/JOINT VENTURE AGREEMENT OF BR WATERFORD JV MEMBER, LLC, A DELAWARE LIMITED LIABILITY COMPANY (August 13th, 2014)

THIS FIRST AMENDMENT to the Limited Liability Company/Joint Venture Agreement (the “Amendment”) of BR WATERFORD JV MEMBER, LLC, a Delaware limited liability company (the “Company”) is made and entered into to be effective as of the 2nd day of April, 2014, by BRG WATERFORD, LLC, a Delaware limited liability company (“BRG”), as the sole Member and Manager of the Company.

Bluerock Residential Growth REIT, Inc.MULTIFAMILY MORTGAGE MICHIGAN (CME AND PORTFOLIO) (Revised 1-11-2012) (August 13th, 2014)
Bluerock Residential Growth REIT, Inc.DEVELOPMENT AGREEMENT (August 13th, 2014)
Bluerock Residential Growth REIT, Inc.March 28, 2014 (August 13th, 2014)
Bluerock Residential Growth REIT, Inc.PROPERTY MANAGEMENT AGREEMENT dated as of March 21, 2014 between BR CARROLL LANSBROOK, LLC Owner and CARROLL MANAGEMENT GROUP, LLC Manager (August 13th, 2014)
Bluerock Residential Growth REIT, Inc.March 28, 2014 (August 13th, 2014)
Bluerock Residential Growth REIT, Inc.JOINDER BY AND AGREEMENT OF ORIGINAL INDEMNITOR (August 13th, 2014)

The undersigned, R. RAMIN KAMFAR (individually and collectively, “Original Indemnitor”) being the guarantor/indemnitor under the Guaranty and the Environmental Indemnity executed in connection with the Loan described in the Note and Mortgage Assumption Agreement (“Agreement”) to which this Joinder by and Agreement of Original Indemnitor (“Original Indemnitor Joinder”) is attached, hereby represents and warrants to, and acknowledges and agrees with, Lender the following:

Bluerock Residential Growth REIT, Inc.SECOND amendment to amended and restated Limited Liability Company Agreement FOR BR-NPT SPRINGING ENTITY, LLC, A DELAWARE LIMITED LIABILITY COMPANY (August 13th, 2014)

This SECOND Amendment to amended and restated Limited Liability Company Agreement (this “Second Amendment”) is made as of the 2nd day of April, 2014, by BR-NORTH PARK TOWERS, LLC, as managing member (the “Manager”), for itself and on behalf of the members set forth on Schedule A hereto (collectively, the “Members”).

Bluerock Residential Growth REIT, Inc.FIRST amendment to limited liability company/joint venture agreement FOR bell BR waterford crossing jv, LLC, A DELAWARE LIMITED LIABILITY COMPANY (August 13th, 2014)

This first Amendment to limited liability company/joint venture agreement (this “First Amendment”) is made as of the 2nd day of April, 2014, by and between BR WATERFORD JV MEMBER, LLC, a Delaware limited liability company (“Bluerock”), and BELL HNW NASHVILLE PORTFOLIO, LLC, a North Carolina limited liability company (“Bell”).

Bluerock Residential Growth REIT, Inc.OPERATING AGREEMENT OF BR/CDP UCFP VENTURE, LLC (August 13th, 2014)

THIS OPERATING AGREEMENT (this "Agreement") is made and entered into this 15th day of January, 2014, by and between CDP UCFP Developer, LLC, a Georgia limited liability company (the "Catalyst Member") and BR Orlando UCFP, LLC, a Delaware limited liability company (the "BR Member").

Bluerock Residential Growth REIT, Inc.LTIP UNIT VESTING AGREEMENT Under the Bluerock Residential Growth REIT, Inc. (August 13th, 2014)

Pursuant to the Bluerock Residential Growth REIT, Inc. 2014 Equity Incentive Plan for Entities (the “Plan”) and the Second Amended and Restated Agreement of Limited Partnership, dated April 2, 2014 (the “Partnership Agreement”), of Bluerock Residential Holdings, L.P., a Delaware limited partnership (the “Partnership”), Bluerock Residential Growth REIT, Inc., a Maryland corporation and the general partner of the Partnership (the “Company”), and for the provision of services to or for the benefit of the Partnership in a partner capacity or in anticipation of being a partner, pursuant to that certain Management Agreement among the Company, the Partnership and the Grantee dated as of April 2, 2014 (the “Management Agreement”), hereby grants to the Grantee named above an Other Equity-Based Award (as defined in the Plan) (an “Award”) in the form of, and by causing the Partnership to issue to the Grantee named above, a number of LTIP Units (as defined in the Partnership Agreement) specified a

Bluerock Residential Growth REIT, Inc.March 28, 2014 (August 13th, 2014)
Bluerock Residential Growth REIT, Inc.AMENDED AND RESTATED LIMITED LIABILITY COMPANY OF BR-NPT SPRINGING ENTITY, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BR-NPT SPRINGING ENTITY, LLC (August 13th, 2014)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of BR-NPT Springing Entity, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of April 30, 2013 (the “Effective Date”), by and among BR-North Park Towers, LLC, a Delaware limited liability company (“BR Manager” or “Manager”), and the persons whose names are set forth on Schedule A of this Agreement (the “Common Members”).

Bluerock Residential Growth REIT, Inc.MEMBERSHIP INTEREST PURCHASE AGREEMENT SALE OF BR LANSBROOK JV MEMBER, LLC INTERESTS FROM BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND II, LLC AND BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND III, LLC TO BLUEROCK RESIDENTIAL HOLDINGS, L.P. CONTENTS (August 13th, 2014)

This Membership Interest Purchase Agreement (this “Agreement”) is made as of the Effective Date (defined below), by and among BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND II, LLC, a Delaware limited liability company (“SOIF II”), BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND III, LLC, a Delaware limited liability company (“SOIF III”) (collectively, SOIF II and SOIF III shall be referred to herein as the “SOIF Parties” or the “Sellers,” and individually, each is a “Seller”) and BLUEROCK RESIDENTIAL HOLDINGS, L.P., a Delaware limited partnership (“REIT”).

Bluerock Residential Growth REIT, Inc.CONSENT AGREEMENT (August 13th, 2014)

This Consent Agreement (this "Agreement"), dated as of April 2, 2014, is made by and among VILLAGE GREEN OF ANN ARBOR ASSOCIATES, LLC, a Michigan limited liability company ("Borrower"); BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND II, LLC, a Delaware limited liability company, and BLUEROCK SPECIAL OPPORTUNITY +INCOME FUND III, LLC, a Delaware limited liability company (collectively, "Transferor"); BRO ANN ARBOR LLC, a Delaware limited liability company ("Transferee"); BLUEROCK RESIDENTIAL HOLDINGS, L.P., a Delaware limited partnership, and BLUEROCK RESIDENTIAL GROWTH REIT, INC., a Maryland corporation (collectively, "Replacement Guarantor"); JONATHAN HOLTZMAN, an individual ("Remaining Guarantor"); and DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE FOR THE REGISTERED HOLDERS OF WELLS FARGO COMMERCIAL MORTGAGE SECURITIES INC. MULTIFAMILY MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2013-K26, its successors and assigns ("Lender"), with reference to the following facts:

Bluerock Residential Growth REIT, Inc.ASSIGNMENT, CONSENT AND Subordination Of DEVELOPMENT Agreement (August 13th, 2014)

THIS ASSIGNMENT, CONSENT AND SUBORDINATION OF DEVELOPMENT AGREEMENT (this “Agreement”) is made as of May 14, 2014, by and among CDP DEVELOPER I, LLC, a Georgia limited liability company (“Developer”) and UCFP OWNER, LLC, a Delaware limited liability company; as Trustee under the BR/CDP Colonial Trust Agreement, dated December 15, 2013 (“Borrower”), for the benefit of KEYBANK NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns as the lender in respect of the Loan referred to below, “Lender”).

Bluerock Residential Growth REIT, Inc.FIRST AMENDMENT TO MULTIFAMILY LOAN AND SECURITY AGREEMENT (Multipurpose) (August 13th, 2014)

This FIRST AMENDMENT TO MULTIFAMILY LOAN AND SECURITY AGREEMENT (this "Amendment") dated as of April 2, 2014, is executed by and between BELL BR WATERFORD CROSSING JV, LLC, a Delaware limited liability company ("Borrower") and FANNIE MAE, a corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U.S.C. §1716 et seq. and duly organized and existing under the laws of the United States ("Fannie Mae").

Bluerock Residential Growth REIT, Inc.SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF VILLAGE GREEN OF ANN ARBOR ASSOCIATES, LLC (August 13th, 2014)

This SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF VILLAGE GREEN OF ANN ARBOR ASSOCIATES, LLC (the “Agreement”) is entered into as of September 12, 2012 among BR VG Ann Arbor JV Member, LLC, a Delaware limited liability company (hereinafter referred to as “Investor”), Holtzman Equities # 11 Limited Partnership, a Michigan limited partnership (hereinafter referred to as “Holtzman”) and JH Village Green LLC, a Delaware limited liability company (hereinafter referred to as “JHVG”), pursuant to the provisions of the Michigan Limited Liability Company Act (the “Act”). Investor, Holtzman and JHVG are sometimes referred to herein collectively as the Members and individually as a Member. Investor and JHVG are sometimes referred to as Co-Managers. Certain capitalized terms used in this Agreement are defined in Section 1.1 below.

Bluerock Residential Growth REIT, Inc.March 28, 2014 (August 13th, 2014)