Common use of Parent Joinder Clause in Contracts

Parent Joinder. This joinder (this “Parent Joinder”) is attached to and made a part of the foregoing Agreement and all terms capitalized but not defined herein shall have the respective meanings given to them in the Agreement. The undersigned, Bluerock Residential Holdings, LP, a Delaware limited partnership, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby duly executes with proper authority and joins in the execution of this Agreement, and agrees that it is jointly and severally liable, as a principal and not as a surety, for breaches of the obligations of BEMT pursuant to Section 13 of the Agreement. Following a failure of BEMT (or any successor-in-interest thereto) to comply with the provisions of Section 13 following the exercise of Stonehenge's rights thereunder (but subject to the proviso contained in Section 13(d)) Stonehenge shall have the right to proceed directly against the undersigned without first making written demand to BEMT (and without any obligation to bring suit against BEMT) for the satisfaction of any such obligations. The undersigned is an indirect owner of BR1, will derive substantial benefits from the transactions described in the Agreement and acknowledges that the execution of this Parent Joinder is a material inducement and condition to Stonehenge's execution of the Agreement. The undersigned represents and warrants that it has the legal right, power, authority and capacity to execute this Parent Joinder, that such execution does not violate the organizational documents of the undersigned, or any other agreement or instrument by which the undersigned is bound, and that this Parent Joinder is binding and enforceable against the undersigned. The undersigned unconditionally waives any guarantor or suretyship defenses that might otherwise be available to it with respect to its obligations under this Parent Joinder. The provisions set forth in Sections 7-9 of the Agreement are hereby incorporated by reference into this Parent Joinder as if fully set forth herein. BLUEROCK RESIDENTIAL HOLDINGS, LP, a Delaware limited partnership By: Bluerock Residential Growth REIT, Inc., a Maryland corporation Its: General Partner By: /s/ Mxxxxxx X. Xxxxx Name: Mxxxxxx X. Xxxxx Its: Senior Vice President and Chief Operating Officer EXHIBIT “A” LEGAL DESCRIPTION Being a tract of land lying in the City of Bxxxx Hill, Davidson County, Tennessee and being more particularly described as follows: Commencing at the intersection of the southerly right-of-way line of Bxxxxxxx Xxxxxx, 00 feet in width, and the easterly right-of-way line of Fxxxxxxx Xxxx; Thence North 71 deg 02 min 40 sec East. 24.81 feet to an existing hole in concrete on the southerly right-of-way line of Bradford Avenue, being the true point of beginning for this tract; Thence with the southerly right..-of-way line of Bxxxxxxx Xxxxxx, Xxxxx 00 deg 02 min 40 sec East, 325.22 feet to an existing iron rod at a corner common with the property conveyed to Melpark Properties Management, L.P., of record in Book 11037, page 674 at the Register's Office for Davidson County, Tennessee; Thence leaving the southerly right-of-way line of Bradford Avenue with the westerly line of said Melpark Properties Management, South 18 deg 30 min 38 sec East, 367.50 feet to an existing concrete monument on the northerly right-of-way line of Melpark Drive, right-of-way width varies; Thence with the northerly right-of-way line of Melpark Drive for the following three calls:

Parent Joinder. This joinder (this “Parent Joinder”) is attached to and made a part of the foregoing Agreement and all terms capitalized but not defined herein shall have the respective meanings given to them in the Agreement. The undersigned, Bluerock Residential HoldingsHKCG Realty Associates, LP, a Delaware Florida limited partnership, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby duly executes with proper authority and joins in the execution of this Agreement, and agrees that it is jointly and severally liable, as a principal and not as a surety, for breaches the performance of the obligations of BEMT Seller and AR Owner pursuant to Section 13 13.3 of the Agreement. Following a failure of BEMT (or any successor-in-interest thereto) to comply with the provisions of Section 13 Agreement which may arise following the exercise of Stonehenge's rights thereunder (but subject to the proviso contained in Section 13(d)) Stonehenge Closing Date. Purchaser shall have the right to proceed directly against the undersigned without first making written demand to BEMT Seller (and without any obligation to bring suit against BEMTSeller) for the satisfaction of any such obligations. The undersigned is an indirect owner of BR1Seller, will derive substantial benefits from the transactions described in the Agreement and acknowledges that the execution of this Parent Joinder is a material inducement and condition to Stonehenge's Purchaser’s execution of the Agreement. The undersigned represents and warrants that it has the legal right, power, authority and capacity to execute this Parent Joinder, that such execution does not violate the organizational documents of the undersignedof, or any other agreement or instrument by which the undersigned is bound, and that this Parent Joinder is binding and enforceable against the undersigned. The undersigned unconditionally waives any guarantor or suretyship defenses that might otherwise be available to it with respect to its obligations under this Parent Joinder. The terms of this Joinder shall survive Closing. The provisions set forth in Sections 7-9 14.3 though 14.13 of the Agreement are hereby incorporated by reference into this Parent Joinder as if fully set forth herein, provided that the undersigned shall be “Seller”, as applicable, under such Sections. BLUEROCK RESIDENTIAL HOLDINGSHKCG Realty Associates, LP, a Delaware Florida limited partnership By: Bluerock Residential Growth REITH. Xxxx Capital Group, Inc., a Maryland corporation Its: General Partner its general partner By: /s/ Mxxxxxx X. Xxxxx Bxxxx Xxxxxx Name: Mxxxxxx X. Xxxxx ItsBxxxx Xxxxxx Title: Senior Vice President and Chief Operating Officer EXHIBIT “A” LEGAL DESCRIPTION Being a tract of land lying in the City of Bxxxx Hill, Davidson County, Tennessee and being more particularly described as follows: Commencing at the intersection of the southerly right-of-way line of Bxxxxxxx Xxxxxx, 00 feet in width, and the easterly right-of-way line of Fxxxxxxx Xxxx; Thence North 71 deg 02 min 40 sec East. 24.81 feet to an existing hole in concrete on the southerly right-of-way line of Bradford Avenue, being the true point of beginning for this tract; Thence with the southerly right..-of-way line of Bxxxxxxx Xxxxxx, Xxxxx 00 deg 02 min 40 sec East, 325.22 feet to an existing iron rod at a corner common with the property conveyed to Melpark Properties Management, L.P., of record in Book 11037, page 674 at the Register's Office for Davidson County, Tennessee; Thence leaving the southerly right-of-way line of Bradford Avenue with the westerly line of said Melpark Properties Management, South 18 deg 30 min 38 sec East, 367.50 feet to an existing concrete monument on the northerly right-of-way line of Melpark Drive, right-of-way width varies; Thence with the northerly right-of-way line of Melpark Drive for the following three calls:Managing Director

Parent Joinder. This joinder (this “Parent Joinder”) is attached to and made a part of the foregoing Agreement and all terms capitalized but not defined herein shall have the respective meanings given to them in the Agreement. The undersigned, Bluerock Residential HoldingsCatalyst Development Partners II, LPLLC, a Delaware Georgia limited partnership, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby duly executes with proper authority and joins in the execution of this Agreement, and agrees that it is jointly and severally liable, as a principal and not as a surety, for breaches the performance of the obligations of BEMT Seller and AR Owner pursuant to Section 13 13.3 of the Agreement. Following a failure of BEMT (or any successor-in-interest thereto) to comply with the provisions of Section 13 Agreement which may arise following the exercise of Stonehenge's rights thereunder (but subject to the proviso contained in Section 13(d)) Stonehenge Closing Date. Purchaser shall have the right to proceed directly against the undersigned without first making written demand to BEMT Seller (and without any obligation to bring suit against BEMTSeller) for the satisfaction of any such obligations. The undersigned is an indirect owner of BR1Seller, will derive substantial benefits from the transactions described in the Agreement and acknowledges that the execution of this Parent Joinder is a material inducement and condition to Stonehenge's Purchaser’s execution of the Agreement. The undersigned represents and warrants that it has the legal right, power, authority and capacity to execute this Parent Joinder, that such execution does not violate the organizational documents of the undersignedof, or any other agreement or instrument by which the undersigned is bound, and that this Parent Joinder is binding and enforceable against the undersigned. The undersigned unconditionally waives any guarantor or suretyship defenses that might otherwise be available to it with respect to its obligations under this Parent Joinder. The terms of this Joinder shall survive Closing. The provisions set forth in Sections 7-9 14.3 though 14.13 of the Agreement are hereby incorporated by reference into this Parent Joinder as if fully set forth herein, provided that the undersigned shall be “Seller”, as applicable, under such Sections. BLUEROCK RESIDENTIAL HOLDINGSCatalyst Development Partners II, LPLLC, a Delaware Georgia limited partnership By: Bluerock Residential Growth REIT, Inc., a Maryland corporation Its: General Partner liability company By: /s/ Mxxxxxx Rxxxxx X. Xxxxx Name: Mxxxxxx Rxxxxx X. Xxxxx ItsTitle: Senior Vice President and Chief Operating Manager/Officer EXHIBIT “A” A LEGAL DESCRIPTION Being a tract of land lying OF PHASE I REAL PROPERTY Lying and being situate in the City of Bxxxx Hill, Davidson Mecklenburg County, Tennessee North Carolina, and being more particularly described as follows: Commencing at Being all of Parcels 1, 2 and the intersection of areas shown as the southerly sixty-six (66) foot public right-of-way line (“Pxxxxxx Way”) and the fifty (50) foot public right of Bxxxxxxx Xxxxxxway (“Sxxxxxx Xxxx”), 00 feet as shown on a plat recorded in widthMap Book 53, page 886, and Parcel 3A as shown on a plat recorded in Map Book 55, page 355, Mecklenburg County Register of Deeds, reference to which is hereby made for a more particular description. TOGETHER WITH the easterly right-of-way line of Fxxxxxxx Xxxx; Thence North 71 deg 02 min 40 sec East. 24.81 feet to an existing hole in concrete on the southerly right-of-way line of Bradford Avenue, being the true point of beginning for this tract; Thence with the southerly right..-of-way line of Bxxxxxxx Xxxxxx, Xxxxx 00 deg 02 min 40 sec East, 325.22 feet to an existing iron rod at a corner common with the property conveyed to Melpark Properties Management, L.P., of record rights and easements conferred by that Sewer Easement Agreement recorded in Book 1103718053, at page 674 845, Mecklenburg County Register of Deeds, as amended by First Amendment to Sewer Agreement recorded in Book 20732, at the Register's Office for Davidson Countypage 68, Tennessee; Thence leaving the southerly right-of-way line and Second Amendment to Sewer Easement Agreement recorded in Book 22541, at page 189. TOGETHER WITH easements contained in that Declaration of Bradford Avenue Easements, Covenants and Restrictions recorded in Book 28849 at page 615, Mecklenburg County Register of Deeds. EXHIBIT B PHASE I PERSONAL PROPERTY Ashton Reserve - Maintenance Shop Inventory 3 golf carts with the westerly line chargers 2 back pack blowers 1 hand truck 2 snow shovels 5 gallon shop vac 2 hand held spreaders pressure washer portable a/c unit portable air tank cordless drill cordless skill saw cordless saw saw battery charger carpet fan blower hvac recovery machine key machine a/c vacuum pump a/c torch set 30 lb a/c recovery tank key machine 8 ft ladder 6 ft ladder 24 ft ladder set of said Melpark Properties Management, South 18 deg 30 min 38 sec East, 367.50 feet to an existing concrete monument on the northerly right-of-way line of Melpark Drive, right-of-way width varies; Thence a/c gauges caulk gun miter saw small refrigerator bench grinder POOL Grill with the northerly right-of-way line of Melpark Drive for the following three calls:Cover 54 Pool Chairs 28 white drink tables 4 trash cans 1 table with 6 chairs 4 high tables with 4 chairs each 2 end tables

Parent Joinder. This joinder (this “Parent "Joinder”") is attached to and made a part of the foregoing Agreement and all terms capitalized but not defined herein shall have the respective meanings given to them in the Agreement. The undersigned, Bluerock Residential HoldingsARMADA HXXXXXX PROPERTIES, LP, INC. a Delaware limited partnershipMaryland corporation ("Parent"), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby duly executes with proper authority and joins in the execution of this Agreement, and agrees that it is jointly and severally liable, as a principal and not as a surety, for breaches of the Seller's indemnity obligations of BEMT pursuant to Section 13 under: (i) Sections 5.3, 4.4 and 8.2 of the Agreement, and (ii) the Bxxx of Sale and Assignment and Assumption of Leases and Service Contracts to be delivered by Seller to Purchaser at Closing under the Agreement. Following a failure of BEMT (or any successor-in-interest thereto) to comply with the provisions of Section 13 following the exercise of Stonehenge's rights thereunder (but subject to the proviso contained in Section 13(d)) Stonehenge shall Purchaser shal1 have the right to proceed directly against the undersigned without first making written demand to BEMT Seller (and without any obligation to bring suit against BEMTSeller) for the satisfaction of any such obligations. , The undersigned is an indirect owner of BR1Seller, will derive substantial benefits from the transactions described in the Agreement and acknowledges that the execution of this Parent Joinder is a material inducement and condition to StonehengePurchaser's execution of the Agreement. The undersigned represents and warrants that it has the legal right, power, authority and capacity to execute this Parent Joinder, that such execution does not violate the organizational documents of the undersignedof, or any other agreement or instrument by which the undersigned is bound, and that this Parent Joinder is binding and enforceable against the undersigned. The undersigned unconditionally waives any guarantor or suretyship defenses that might otherwise be available to it with respect to its obligations under this Parent Joinder. The provisions set forth in Sections 7-9 11.2 through 11.19, both inclusive, of the Agreement are hereby incorporated by reference into this Parent Joinder as if fully set forth herein, provided that the undersigned shall be "Seller", as applicable, under such Sections. BLUEROCK RESIDENTIAL HOLDINGSARMADA HXXXXXX PROPERTIES, LP, a Delaware limited partnership By: Bluerock Residential Growth REIT, Inc.INC., a Maryland corporation Its: General Partner By: /s/ Mxxxxxx Exxx X. Xxxxx Name: Mxxxxxx Exxx X. Xxxxx Its: Senior Vice President and Chief Operating Officer EXHIBIT “A” of Operations & Secretary Schedule 1.l(a) LEGAL DESCRIPTION Being a tract OF THE LAND BEING ALL THAT CERTAIN PA RCEL CONTAIN ING APPROXIMATELY 2.0994 ACRES AS SHOWN ON A MAP ENTITLED "EXEMPT FINAL RECOMBIN ATION PLAT 300 X XXXXXX XXXXXX & 501 WXXXXXX ST" RECORDED IN PLAT BOOK 192, PAGE 3 DURHAM COUNTY REGISTRY. WHICH IS MORE FULLY DESCRIBED AS: BEGINNING AT A PK N A IL ON THE EASTERN RIGHT OF WAY OF WXXXXXX ST; THENCE W ITH A CURVE TURNING TO THE RIGHT WITH AN ARC LENGTH OF 31 .04', WITH A RADIUS OF 20.00', WITH A CHORD BEARING OF N 45°11'41" E, WITH A CHORD LENGTH OF 28.02' TO AN EXISTING IRON PIPE; THENCE N 89°41 '27" E A DISTANCE OF 185.08 TO AN EXISTING IRON PIPE; THENCE WITH A CURVE TURNING TO THE RIGHT WITH AN ARC LENGTH OF 114.62', WITH A RADIUS OF 190.37', WITH A CHORD BEARING OF S 73°14'22" E, WITH A CHORD LENGTH OF 112.90' TO AN EXISTING IRON PIPE; THENCE S 59°12'33" E A DISTANCE OF 1 1 1.39' TO AN EXISTING IRON PIPE; THENCE S 30°47'27" W A DISTANCE OF 90.76' TO AN EXISTING IRON PIPE; THENCE S 27°33'27" W A DISTANCE OF 158.72' TO AN EXISTING IRON PIPE; THENCE N 59°12'33" W ADISTANCE OF 113.65' TO AN EXISTING IRON PIPE; THENCE N 89°21 '33" W A DISTANCE OF 193.78' TO AN EXISTING IRON PIPE; THENCE N 00°38'37" E A DISTANCE OF 227.18' TO AN EXISTING IRON PIPE; WHICH IS THE POINT OF BEGINNING, HAYING AN AREA OF 91 ,449.07 SQUARE FEET OR 2.099 ACRES AS SHOWN ON PLAT PREPARED BY CXXXXXX XXXXXX THAMES PA RECORDED IN DURHAM COUNTY REGISTRY IN BOOK 192 PAGE 3. Schedule 1.l(d) INVENTORY OF TANGIBLE PERSONAL PROPERTY [TO BE ATTACHED] PERSONAL PROPERTY INVENTORY Wxxxxxxxx Apartments-As of land lying in the City of Bxxxx Hill, Davidson County, Tennessee and being more particularly described as follows: Commencing at the intersection of the southerly right-of-way line of Bxxxxxxx Xxxxxx, 00 feet in width, and the easterly right-of-way line of Fxxxxxxx Xxxx; Thence North 71 deg 02 min 40 sec East. 24.81 feet to an existing hole in concrete on the southerly right-of-way line of Bradford Avenue, being the true point of beginning for this tract; Thence with the southerly right..-of-way line of Bxxxxxxx Xxxxxx, Xxxxx 00 deg 02 min 40 sec East, 325.22 feet to an existing iron rod at a corner common with the property conveyed to Melpark Properties Management, L.P., of record in Book 11037, page 674 at the Register's Office for Davidson County, Tennessee; Thence leaving the southerly right-of-way line of Bradford Avenue with the westerly line of said Melpark Properties Management, South 18 deg 30 min 38 sec East, 367.50 feet to an existing concrete monument on the northerly right-of-way line of Melpark Drive, right-of-way width varies; Thence with the northerly right-of-way line of Melpark Drive for the following three calls:10/6/2014 Wxxxxxxxx Fitness Center Inventory