0001144204-16-084083 Sample Contracts

Bluerock Residential Growth REIT, Inc.FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (February 24th, 2016)

This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is entered into this 20th day of February, 2015, by and between AH DURHAM APARTMENTS, LLC, a Virginia limited liability company (“Seller”), and TRIBRIDGE RESIDENTIAL, LLC, a Georgia limited liability company (“Purchaser”).

Bluerock Residential Growth REIT, Inc.ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF PURCHASE AND SALE (1309 and 1331 West Morehead Street and (February 24th, 2016)

This Assignment and Assumption of Agreement of Purchase and Sale (this “Agreement”), dated as of November 24, 2015 (the “Effective Date”), is made by and between ArchCo Residential LLC, a Delaware limited liability company (“ArchCo”), and BR ArchCo Morehead, LLC, a Delaware limited liability company (“BRAM”).

Bluerock Residential Growth REIT, Inc.PROMISSORY NOTE (February 24th, 2016)

THIS PROMISSORY NOTE, (the “Note”) is made in Atlanta, Georgia as of December ___, 2015 by CB OWNER, LLC, a Delaware limited liability company (“Borrower”) for the benefit of THE PRIVATEBANK AND TRUST COMPANY, an Illinois state chartered bank (“Lender”), in the original principal amount of THIRTY EIGHT MILLION ONE HUNDRED THIRTY THOUSAND AND NO/100 DOLLARS ($38,130,000.00), as provided herein and as provided in that certain Construction Loan and Security Agreement (the “Loan Agreement”) dated as of even date herewith by and among Borrower, The PrivateBank and Trust Company (“Administrative Agent”) and the other financial institutions identified therein.

Bluerock Residential Growth REIT, Inc.AMENDED AND RESTATED BR/CDP CHESHIRE BRIDGE TRUST AGREEMENT (February 24th, 2016)

THIS AMENDED AND RESTATED BR/CDP CHESHIRE BRIDGE TRUST AGREEMENT (the "Trust Agreement") is entered into with an effective date of May 29, 2015, by and between DUKE OF LEXINGTON, LLC, an Ohio limited liability company (“Duke”), COMMANDER HABERSHAM, LLC, an Ohio limited liability company (“Commander”) and BR/CDP CB VENTURE, LLC, a Delaware limited liability company (“BR CDP”) (referred to herein individually as a "Beneficiary" and collectively as "Beneficiaries") and ROBERT G. MEYER, individually and MICHAEL KONIG, individually (each, a "Co-Trustee" and collectively, the "Trustee").

Bluerock Residential Growth REIT, Inc.LIMITED LIABILITY COMPANY AGREEMENT (February 24th, 2016)

This LIMITED LIABILITY COMPANY AGREEMENT OF BRG MOREHEAD NC, LLC (the “Company”), is dated as of November 24, 2015 (this “Agreement”), by Bluerock Residential Holdings, L.P., a Delaware limited partnership, as the sole member of the Company (the “Member”).

Bluerock Residential Growth REIT, Inc.FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (February 24th, 2016)

This FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is entered into as of March 4, 2015, by and between AH DURHAM APARTMENTS, LLC, a Virginia limited liability company ("Seller"), and TRIBRIDGE RESIDENTIAL, LLC, a Georgia limited liability company ("Purchaser").

Bluerock Residential Growth REIT, Inc.ASSIGNMENT OF MANAGEMENT AGREEMENT AND SUBORDINATION OF MANAGEMENT FEES (Revised 5-1-2015) (February 24th, 2016)

THIS ASSIGNMENT OF MANAGEMENT AGREEMENT AND SUBORDINATION OF MANAGEMENT FEES (“Assignment”) is made effective as of the 5th day of January, 2016, by and among BR CARROLL NAPLES, LLC, a Delaware limited liability company (“Borrower”), JONES LANG LASALLE MULTIFAMILY, LLC, a Delaware limited liability company (“Lender”), and CARROLL MANAGEMENT GROUP, LLC, a Georgia limited liability company (“Property Manager”).

Bluerock Residential Growth REIT, Inc.PURCHASE AND SALE AGREEMENT BETWEEN AH DURHAM APARTMENTS, LLC, a Virginia limited liability company AS SELLER, AND TRIBRIDGE RESIDENTIAL, LLC, a Georgia limited liability company AS PURCHASER As of December 1, 2014 (February 24th, 2016)

THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of December 1, 2014 (the "Effective Date"), by and between AH DURHAM APARTMENTS, LLC, a Virginia limited liability company ("Seller"), and TRIBRIDGE RESIDENTIAL, LLC, a Georgia limited liability company ("Purchaser"), CALLOWAY TITLE & ESCROW, L.L.C., as agent for Chicago Title Insurance Company ("Escrow Agent;" in its capacity as title insurer sometimes herein called the "Title Company").

Bluerock Residential Growth REIT, Inc.THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (February 24th, 2016)

This THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is entered into this 26th day of February, 2015, by and between AH DURHAM APARTMENTS, LLC, a Virginia limited liability company (“Seller”), and TRIBRIDGE RESIDENTIAL, LLC, a Georgia limited liability company (“Purchaser”).

Bluerock Residential Growth REIT, Inc.LIMITED LIABILITY COMPANY AGREEMENT (February 24th, 2016)

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”).

Bluerock Residential Growth REIT, Inc.AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CB OWNER, LLC A Delaware Limited Liability Company (February 24th, 2016)

This Amended and Restated Limited Liability Company Agreement (together with the schedules attached hereto, this "Agreement") of CB Owner, LLC, a Delaware limited liability company (the "Company"), is entered into by Michael Konig and Robert G. Meyer, in their capacity as co-trustees under the Amended and Restated BR/CDP Cheshire Bridge Trust Agreement bearing an effective date of May 29, 2015 (the “Trust Agreement”), as the successor and sole equity member as of the date hereof (the "Member"). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.

Bluerock Residential Growth REIT, Inc.LIMITED LIABILITY COMPANY AGREEMENT (February 24th, 2016)

This LIMITED LIABILITY COMPANY AGREEMENT OF BR – ArchCo Domain Phase 1, LLC (the “Company”), is dated as of November 20, 2015 (this “Agreement”), by BR – ArchCo Domain Phase 1 JV, LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

Bluerock Residential Growth REIT, Inc.PROPERTY MANAGEMENT AGREEMENT dated as of October 29, 2015 between BR CARROLL KELLER CROSSING, LLC Owner and CARROLL MANAGEMENT GROUP, LLC Manager PROPERTY MANAGEMENT AGREEMENT (February 24th, 2016)
Bluerock Residential Growth REIT, Inc.AMENDMENT TO AGREEMENT OF PURCHASE AND SALE Flagler Village Site, Fort Lauderdale, FL – Andrews Village Property (February 24th, 2016)

This AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Amendment”) is made and entered into as of February 9, 2015, by and among ArchCo Residential LLC (“Purchaser”), and Andrews Village LLC (“Seller”).

Bluerock Residential Growth REIT, Inc.LIMITED LIABILITY COMPANY AGREEMENT OF BR Morehead JV MEMBER, LLC A DELAWARE LIMITED LIABILITY COMPANY LIMITED LIABILITY COMPANY AGREEMENT OF BR Morehead JV MEMBER, LLC A DELAWARE LIMITED LIABILITY COMPANY (February 24th, 2016)

THIS LIMITED LIABILITY COMPANY AGREEMENT OF BR Morehead JV MEMBER, LLC (herein referred to as the “Agreement”), is made and entered into as of November 24, 2015 (the “Effective Date”), by and among BRG Morehead NC, LLC, a Delaware limited liability company, as the Class A Member (“BRG”), and Bluerock Special Opportunity + Income Fund II, LLC, a Delaware limited liability company (“SOIF II”), as the Class B Member (BRG and SOIF II, together with any additional members hereinafter admitted, are referred to as the “Members”).

Bluerock Residential Growth REIT, Inc.LIMITED LIABILITY COMPANY AGREEMENT (February 24th, 2016)

This LIMITED LIABILITY COMPANY AGREEMENT OF BR ARCHCO FLAGLER VILLAGE, LLC (the “Company”), is dated as of December 18, 2015 (this “Agreement”), by BR ArchCo Flagler Village JV, LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

Bluerock Residential Growth REIT, Inc.LIMITED LIABILITY COMPANY AGREEMENT OF BR CARROLL KELLER CROSSING HOLDINGS, LLC (February 24th, 2016)

THIS LIMITED LIABILITY COMPANY AGREEMENT of BR CARROLL KELLER CROSSING HOLDINGS, LLC, a Delaware limited liability company (the “Company”), as amended from time to time, (the "Agreement") is entered into among BR Carroll DFW Portfolio 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”).

Bluerock Residential Growth REIT, Inc.LIMITED LIABILITY COMPANY AGREEMENT OF BR ARCHCO MOREHEAD, LLC (February 24th, 2016)

This LIMITED LIABILITY COMPANY AGREEMENT OF BR ArchCo Morehead, LLC (the "Company"), is dated as of November 24, 2015 (this "Agreement"), by BR ArchCo Morehead JV, LLC, a Delaware limited liability company, as the sole member of the Company (the "Member'').

Bluerock Residential Growth REIT, Inc.FOURTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE [Domain Site, Garland, TX] (February 24th, 2016)

This FOURTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Amendment”) is made and entered into as of August 14, 2015 (the “Effective Date”), by and between RCM Firewheel, LLC, a Texas limited liability company (“Seller”), and ArchCo Residential LLC, a Delaware limited liability company (“Purchaser”).

Bluerock Residential Growth REIT, Inc.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 (February 24th, 2016)

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”).

Bluerock Residential Growth REIT, Inc.LIMITED LIABILITY COMPANY AGREEMENT (February 24th, 2016)

This LIMITED LIABILITY COMPANY AGREEMENT OF BRG DOMAIN PHASE 1, LLC (the “Company”), is dated as of November 20, 2015 (this “Agreement”), by Bluerock Residential Holdings, LP, a Delaware limited partnership, as the sole member of the Company (the “Member”).

Bluerock Residential Growth REIT, Inc.SECURITY AGREEMENT (February 24th, 2016)

THIS SECURITY AGREEMENT is made as of the 16 day of December, 2015, by CB OWNER, LLC, a Delaware limited liability company (“Debtor”) for the benefit of THE PRIVATEBANK AND TRUST COMPANY, an Illinois state chartered bank in its capacity as agent and administrative bank (in such capacity, hereinafter referred to as “Administrative Agent” or “Secured Party”), in its capacity as a lender, together with any other lenders that acquire an interest in the Loan (defined below) after the date hereof (individually, a “Lender” and collectively, “Lenders”). Administrative Agent, Debtor and certain Lenders have entered into that certain Construction Loan and Security Agreement dated of even date herewith (together with all amendments, modifications, restatements, and supplements thereto, the “Loan Agreement”), whereby the Lenders agreed to make a loan (the “Loan”) to Debtor in the maximum principal amount of THIRTY EIGHT MILLION ONE HUNDRED THIRTY THOUSAND AND NO/100 DOLLARS ($38,130,000.00) secure

Bluerock Residential Growth REIT, Inc.Contract (February 24th, 2016)

THIS INSTRUMENT PREPARED BY, RECORDED AND RETURN TO: (Print Name of Attorney) Alonso J. Cisneros, Esquire Troutman Sanders LLP P.O. Box 1122 Richmond, VA 23218 (Reserved)

Bluerock Residential Growth REIT, Inc.AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BR ArchCo Morehead JV, LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF January 6, 2016 (February 24th, 2016)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of BR ArchCo Morehead JV, LLC (“JV” or “Company”) is made and entered into and is effective as of January 6, 2016, by BR Morehead JV Member, LLC, a Delaware limited liability company (“Bluerock”) and WMH Sponsor LLC, a Delaware limited liability company (“ArchCo”).

Bluerock Residential Growth REIT, Inc.FOURTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE Flagler Village Site, Fort Lauderdale, FL – Andrews Village Property (February 24th, 2016)

This FOURTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this “Amendment”) is made and entered into as of September 15, 2015 (the “Amendment Date”), by and among ArchCo Residential LLC (“Purchaser”), and Andrews Village LLC (“Seller”).

Bluerock Residential Growth REIT, Inc.LIMITED LIABILITY COMPANY AGREEMENT OF BR SW FL PORTFOLIO JV MEMBER, LLC (February 24th, 2016)

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

Bluerock Residential Growth REIT, Inc.LIMITED LIABILITY COMPANY AGREEMENT OF BRG DFW PORTFOLIO, LLC (February 24th, 2016)

THIS LIMITED LIABILITY COMPANY AGREEMENT of BRG DFW 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.CONSTRUCTION LOAN AND SECURITY AGREEMENT AMONG CB OWNER, LLC, a Delaware limited liability company, as Borrower AND THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES, (February 24th, 2016)

This Construction Loan Agreement (this “Agreement”) is dated as of December 16, 2015, by and among CB OWNER, LLC, a Delaware limited liability company (“Borrower”), each of the financial institutions identified on Schedule 1 hereto and their successors and assigns (collectively, the “Lenders” and individually, a “Lender”) and THE PRIVATEBANK AND TRUST COMPANY, an Illinois state chartered bank, and its successors and assigns (in such capacity “Administrative Agent”), as administrative agent for the Lenders in accordance with the terms of Section 10 hereof.

Bluerock Residential Growth REIT, Inc.ENVIRONMENTAL INDEMNITY AGREEMENT (February 24th, 2016)

THIS ENVIRONMENTAL INDEMNITY AGREEMENT is entered into as of October 22, 2015 by the undersigned ("Indemnitors") in favor of The Northwestern Mutual Life Insurance Company ("Northwestern") and the other Indemnified Parties referred to herein.

Bluerock Residential Growth REIT, Inc.ASSIGNMENT AND SUBORDINATION OF DEVELOPMENT AGREEMENT (February 24th, 2016)

THIS ASSIGNMENT AND SUBORDINATION OF DEVELOPMENT AGREEMENT (this “Assignment”) is made as of the 16th day of December, 2015, by CB OWNER, LLC, a Delaware limited liability company (“Assignor”), to and for the benefit of and in favor of THE PRIVATEBANK AND TRUST COMPANY, an Illinois state chartered bank in its capacity as administrative agent (in such capacity, referred to herein as “Assignee”), for and on behalf of The PrivateBank and Trust Company, in its capacity as a lender, together with any other lenders that acquire an interest in the Loan (defined below) after the date hereof (individually, a “Lender” and collectively, the “Lenders”).

Bluerock Residential Growth REIT, Inc.FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT (February 24th, 2016)

This FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF BR ArchCo Morehead, LLC (the “Company”), is dated as of January 6, 2016 (this “Agreement”), by BR ArchCo Morehead JV, LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

Bluerock Residential Growth REIT, Inc.AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF 23HUNDRED, LLC (February 24th, 2016)

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of 23HUNDRED, LLC, a Delaware limited liability company (the “Company”), is effective as of December 31, 2014.

Bluerock Residential Growth REIT, Inc.LIMITED LIABILITY COMPANY AGREEMENT OF BR CARROLL SW FL PORTFOLIO JV, LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF JANUARY 5, 2016 LIMITED LIABILITY COMPANY AGREEMENT OF BR CARROLL SW FL PORTFOLIO JV, LLC (February 24th, 2016)

THIS LIMITED LIABILITY COMPANY AGREEMENT of BR CARROLL SW FL PORTFOLIO JV, LLC (“JV” or “Company”) is made and entered into and is effective as of January 5, 2016, by and between BR SW FL Portfolio JV Member, LLC, a Delaware limited liability company (“Bluerock”) and Carroll Co-Invest IV SW FL Portfolio, 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.AGREEMENT OF PURCHASE AND SALE [1309 and 1331 West Morehead Street, Charlotte NC; (February 24th, 2016)
Bluerock Residential Growth REIT, Inc.AMENDMENT TO STOCK AWARD AGREEMENT (February 24th, 2016)

This Amendment to Stock Award Agreement (this “Amendment”) is adopted, executed and agreed to as of [ ], 2016, by and among Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “Company”), and [ ] (the “Participant”). Undefined terms used herein shall have the meaning ascribed to them in the Agreement (as defined below).