Standard Contracts
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 6th, 2022 • Bluerock Homes Trust, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of October 6, 2022 (the “Effective Date”), by and among Bluerock Homes Trust, 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 Romano Tio, 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.
SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG BLUEROCK RESIDENTIAL GROWTH REIT, INC., BADGER PARENT LLC, BADGER HOLDCO LLC, BLUEROCK RESIDENTIAL HOLDINGS, L.P. AND BLUEROCK HOMES TRUST, INC. DATED AS OF OCTOBER 5, 2022Separation and Distribution Agreement • October 6th, 2022 • Bluerock Homes Trust, Inc. • Real estate investment trusts • Maryland
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of October 5, 2022 (this “Agreement”), is by and between Bluerock Residential Growth REIT, Inc., a Maryland corporation (“Parent”), Badger Parent LLC, a Delaware limited liability company (“Badger”), Badger Holdco LLC, a Delaware limited liability company (“New LLC”), Bluerock Residential Holdings, L.P., a Delaware limited partnership (“OP”), and Bluerock Homes Trust, Inc., a Maryland corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
MANAGEMENT AGREEMENT among Bluerock Homes Trust, Inc. Bluerock Residential Holdings, L.P. and Bluerock Homes Manager, LLC Dated as of October 5, 2022Management Agreement • October 6th, 2022 • Bluerock Homes Trust, Inc. • Real estate investment trusts • New York
MANAGEMENT AGREEMENT, dated as of October 5, 2022, among Bluerock Homes Trust, Inc., a Maryland corporation (“BHM”), Bluerock Residential Holdings, L.P., a Delaware limited partnership (the “Operating Partnership”) and Bluerock Homes Manager, LLC, a Delaware limited liability company (the “Manager”).
BLUEROCK HOMES TRUST, INC. 6.0% Series A Redeemable Preferred Stock, par value $.01 per share DEALER MANAGER AGREEMENTDealer Manager Agreement • January 25th, 2023 • Bluerock Homes Trust, Inc. • Real estate investment trusts • New York
This Dealer Manager Agreement (this “Agreement”) is entered into by and between Bluerock Homes Trust, Inc. a Maryland corporation (the “Company”) and Bluerock Capital Markets, LLC, a Delaware limited liability company (the “Dealer Manager”), as the managing dealer, and the broker-dealers participating in the Offering (the “Participating Broker-Dealers”).
SPONSOR GUARANTYSponsor Guaranty • November 4th, 2022 • Bluerock Homes Trust, Inc. • Real estate investment trusts • New York
This 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”).
LOAN AGREEMENT Dated as of April 6, 2022 among THE PERSONS FROM TIME TO TIME PARTY HERETO AS BORROWERS, THE PERSONS FROM TIME TO TIME PARTY HERETO AS EQUITY OWNERS, BLUEROCK RESIDENTIAL HOLDINGS, LP, as the Risk Retention Sponsor, solely with respect...Loan Agreement • November 4th, 2022 • Bluerock Homes Trust, Inc. • Real estate investment trusts • New York
THIS LOAN AGREEMENT, dated as of April 6, 2022, is made by and among THE PERSONS FROM TIME TO TIME PARTY HERETO as Borrowers, THE PERSONS FROM TIME TO TIME PARTY HERETO as Equity Owners, BLUEROCK RESIDENTIAL HOLDINGS, LP, as Risk Retention Sponsor (solely with respect to Section 5.07), THE PERSONS FROM TIME TO TIME PARTY HERETO as Lenders, DEUTSCHE BANK SECURITIES INC., as Sole Lead Arranger, DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent and COMPUTERSHARE TRUST COMPANY, N.A., as Paying Agent and Calculation Agent. Capitalized terms used herein shall have the meanings specified in Section 1.01.
TAX MATTERS AGREEMENT by and among BLUEROCK RESIDENTIAL GROWTH REIT, INC., BADGER PARENT LLC BADGER HOLDCO LLC, BLUEROCK HOMES TRUST, INC., BLUEROCK REIT HOLDINGS, LLC AND BLUEROCK RESIDENTIAL HOLDINGS, L.P. Dated as of October 5, 2022Tax Matters Agreement • October 6th, 2022 • Bluerock Homes Trust, Inc. • Real estate investment trusts • Maryland
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of October 5, 2022 is by and among Bluerock Residential Growth REIT, Inc., a Maryland corporation (“RemainCo”), Badger Parent LLC, a Delaware limited liability company (“Badger Parent”), Badger Holdco LLC, a Delaware limited liability company (“RemainCo LLC”), Bluerock Homes Trust, Inc., a Maryland corporation (“SpinCo”), Bluerock REIT Holdings, LLC, a Delaware limited liability company (“REIT Holdings”) and Bluerock Residential Holdings, L.P., a Delaware limited partnership (the “OP”). Each of RemainCo, RemainCo LLC, SpinCo, REIT Holdings and the OP is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • January 12th, 2023 • Bluerock Homes Trust, Inc. • Real estate investment trusts
This Amendment to Management Agreement (this “Amendment”) is adopted, executed and agreed to as of January 10, 2023, by and among Bluerock Homes Trust, Inc., a Maryland corporation (the “Company”), Bluerock Residential Holdings, LP, a Delaware limited partnership (the “Operating Partnership”), and Bluerock Homes Manager, LLC, a Delaware limited liability company (the “Manager”). Undefined terms used herein shall have the meaning ascribed to them in the Agreement (as defined below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 6th, 2022 • Bluerock Homes Trust, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of October 6, 2022 (the “Effective Date”), by and among Bluerock Homes Trust, 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 Christoper J. Vohs, 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.
BLUEROCK Homes Trust, INC. MANAGING BROKER DEALER AGREEMENTManaging Broker Dealer Agreement • December 5th, 2022 • Bluerock Homes Trust, Inc. • Real estate investment trusts • New York
As of November 1, 2022 (the “Effective Date”), this MANAGING BROKER DEALER AGREEMENT (the “Agreement”) is made by and between Bluerock Homes Trust, Inc., a Maryland corporation (the “Issuer”), and Bluerock Capital Markets, LLC, a Massachusetts limited liability company (the “Managing Broker Dealer”), in connection with the offering and sale by the Issuer of its (A) 6.0% Series A Redeemable Preferred Stock (the “Series A Preferred Stock”) for a maximum offering of up to $250,000,000 (the “Offering”). In connection with the Offering, the Issuer has prepared a Confidential Private Placement Memorandum, dated November 1, 2022, which may be supplemented or amended from time to time (as so supplemented or amended, the “Memorandum”).
FOURTEENTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BLUEROCK RESIDENTIAL HOLDINGS, L.P. DESIGNATION OF NEW 6.0% SERIES A REDEEMABLE PREFERRED UNITS DECEMBER 1, 2022Agreement of Limited Partnership • December 5th, 2022 • Bluerock Homes Trust, Inc. • Real estate investment trusts
Pursuant to Section 4.02 and Article XI of the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., as amended, (the “Partnership Agreement”), the General Partner hereby amends the Partnership Agreement as follows in connection with the offer and sale of up to 10,000,000 shares of a new 6.0% Series A Redeemable Preferred Stock (the “Series A Preferred Stock”) of the General Partner and the issuance to the General Partner of new Series A Preferred Units (as defined below) in exchange for the contribution by the General Partner of the net proceeds from the issuance and sale of the Series A Preferred Stock as set forth in this Fourteenth Amendment to the Partnership Agreement (this “Amendment”):
FIFTEENTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BLUEROCK RESIDENTIAL HOLDINGS, L.P. DESIGNATION OF ADDITIONAL 6.0% SERIES A REDEEMABLE PREFERRED UNITS JANUARY 24, 2023Agreement of Limited Partnership • January 25th, 2023 • Bluerock Homes Trust, Inc. • Real estate investment trusts
Pursuant to Section 4.02 and Article XI of the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., as amended, (the “Partnership Agreement”), the General Partner hereby amends the Partnership Agreement as follows:
FORM OF THIRTEENTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BLUEROCK RESIDENTIAL HOLDINGS, L.P.Thirteenth Amendment to the Second Amended and Restated Agreement of Limited Partnership • August 31st, 2022 • Bluerock Homes Trust, Inc. • Real estate investment trusts
CONTRIBUTION AGREEMENT by and between S2 Allure REIT Subsidiary LLC, a Texas limited liability company, and S2C REIT OP, LP, a Delaware limited partnership S2 Allure BEVE LLC, S2 Allure ARO LLC, S2 Allure VAU LLC, and S2 Allure LLC together, as...Contribution Agreement • November 26th, 2024 • Bluerock Homes Trust, Inc. • Real estate investment trusts • North Carolina
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of November ___ , 2024 (the “Effective Date”), by and between S2 Allure REIT Subsidiary, LLC, a Texas limited liability company (“S2 Subsidiary”) and S2C REIT OP, LP, a Delaware limited partnership (“S2 REIT”), and S2 BEVE LLC, S2 ARO LLC, S2 VAU LLC, and S2 Allure LLC, each a Delaware limited liability company (collectively, the “S2 TIC Subsidiaries”; and collectively with S2 REIT and S2 Subsidiary, the “Seller”), and BR S2 Allure JV, a Delaware limited liability company (“Purchaser”). BHM Allure, LLC, a Delaware limited liability company (“BHM Member”) is also a party hereto for the sole purpose of acknowledging its obligation to enter into the BR Allure Venture Agreement (as defined below) at Closing, on and subject to the terms and conditions of this Agreement.
