INDEMNIFICATION AGREEMENTIndemnification Agreement • April 8th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Maryland
Contract Type FiledApril 8th, 2014 Company Industry JurisdictionTHIS 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.
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
Contract Type FiledNovember 3rd, 2017 Company IndustryTHIS 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
Contract Type FiledOctober 5th, 2010 Company IndustryPAGE 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, 2015Lock-Up Agreement • March 4th, 2015 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
Contract Type FiledMarch 4th, 2015 Company Industry Jurisdiction
MULTIFAMILY NOTE FLOATING RATEBluerock Residential Growth REIT, Inc. • February 24th, 2016 • Real estate investment trusts
Company FiledFebruary 24th, 2016 IndustryFOR 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, 2014Bluerock Residential Growth REIT, Inc. • August 13th, 2014 • Real estate investment trusts • New York
Company FiledAugust 13th, 2014 Industry Jurisdiction
EMPLOYMENT AGREEMENTEmployment Agreement • April 5th, 2019 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
Contract Type FiledApril 5th, 2019 Company Industry JurisdictionTHIS 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 COMPANYLimited Liability Company Agreement • April 1st, 2015 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
Contract Type FiledApril 1st, 2015 Company Industry Jurisdiction
4,000,000 Shares BLUEROCK RESIDENTIAL GROWTH REIT, INC. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 13th, 2017 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
Contract Type FiledJanuary 13th, 2017 Company Industry Jurisdiction
Lock-up Agreement October 2, 2014Lock-Up Agreement • March 4th, 2015 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
Contract Type FiledMarch 4th, 2015 Company Industry Jurisdiction
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
Contract Type FiledFebruary 24th, 2016 Company IndustryTHIS 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 COMPANYLimited Liability Company Agreement • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware
Contract Type FiledFebruary 24th, 2016 Company Industry JurisdictionTHIS 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, LLCLimited Liability Company Agreement • December 7th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware
Contract Type FiledDecember 7th, 2016 Company Industry JurisdictionTHIS 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 AGREEMENTAdvisory Agreement • January 30th, 2009 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts • Maryland
Contract Type FiledJanuary 30th, 2009 Company Industry JurisdictionTHIS 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 _______ , 2014Management Agreement • March 26th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
Contract Type FiledMarch 26th, 2014 Company Industry JurisdictionMANAGEMENT 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 AgreementPledge Agreement • April 8th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
Contract Type FiledApril 8th, 2014 Company Industry JurisdictionTHIS 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, 2017Limited Liability Company Agreement • August 9th, 2017 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware
Contract Type FiledAugust 9th, 2017 Company Industry JurisdictionTHIS 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, 2019Dealer Manager Agreement • November 19th, 2019 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
Contract Type FiledNovember 19th, 2019 Company Industry JurisdictionBluerock 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
Contract Type FiledFebruary 24th, 2016 Company IndustryTHIS 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, 2012Multifamily Loan and Security Agreement • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
Contract Type FiledAugust 13th, 2014 Company IndustryThis 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 AGREEMENTProperty Management Agreement • December 7th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
Contract Type FiledDecember 7th, 2016 Company IndustryTHIS 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 AGREEMENTAdvisory Agreement • February 28th, 2013 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts • Maryland
Contract Type FiledFebruary 28th, 2013 Company Industry JurisdictionTHIS 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.
LIMITED LIABILITY COMPANY AGREEMENT OF BR CWS CIBOLO CANYON OWNER, LLCLimited Liability Company Agreement • August 9th, 2017 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware
Contract Type FiledAugust 9th, 2017 Company Industry JurisdictionThis 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, 2017Limited Liability Company Agreement • August 9th, 2017 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware
Contract Type FiledAugust 9th, 2017 Company Industry JurisdictionTHIS 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”).
CREDIT AGREEMENT DATED AS OF OCTOBER 4, 2017 by and among Bluerock residential holdings, L.P. AS Parent BORROWER, THE OTHER BORROWERS FROM TIME TO TIME PARTY HERETO, Bluerock residential GROWTH REIT, INC. AS GUARANTOR KEYBANK NATIONAL ASSOCIATION, THE...Credit Agreement • October 11th, 2017 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
Contract Type FiledOctober 11th, 2017 Company Industry Jurisdiction
LIMITED LIABILITY COMPANY AGREEMENT OF BR CARROLL GLENRIDGE JV LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF OCTOBER 13, 2016Limited Liability Company Agreement • October 19th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
Contract Type FiledOctober 19th, 2016 Company Industry JurisdictionTHIS 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
Contract Type FiledOctober 19th, 2016 Company IndustryTHIS 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”).
BLUEROCK ENHANCED MULTIFAMILY TRUST, INC. Up to $1,285,000,000 in Shares of Common Stock, $0.01 par value per share FORM OF DEALER MANAGER AGREEMENTBluerock Enhanced Multifamily Trust, Inc. • September 25th, 2009 • Real estate investment trusts • New York
Company FiledSeptember 25th, 2009 Industry Jurisdiction
MANAGEMENT AGREEMENT among Bluerock Residential Growth REIT, Inc. Bluerock Residential Holdings, L.P. and BRG Manager, LLC Dated as of April 2, 2014Management Agreement • April 8th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
Contract Type FiledApril 8th, 2014 Company Industry JurisdictionMANAGEMENT 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 AGREEMENTLimited Liability Company Agreement • February 24th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware
Contract Type FiledFebruary 24th, 2016 Company Industry JurisdictionThis 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 GuarantySponsor Guaranty • April 12th, 2022 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
Contract Type FiledApril 12th, 2022 Company Industry JurisdictionThis 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
Company FiledMarch 26th, 2014 Industry JurisdictionTHIS 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 AGREEMENTProperty Management Agreement • August 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
Contract Type FiledAugust 13th, 2014 Company IndustryThis 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, 2018Warrant Agreement • November 19th, 2018 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
Contract Type FiledNovember 19th, 2018 Company Industry JurisdictionWARRANT 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 AGREEMENTPledge and Security Agreement • January 26th, 2011 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts • New York
Contract Type FiledJanuary 26th, 2011 Company Industry JurisdictionThis 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: