•] Shares BLUEROCK RESIDENTIAL GROWTH REIT, INC. Class A Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • March 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “Company”), together with Bluerock Residential Holdings, L.P., a Delaware limited partnership (the “Operating Partnership” and together with the Company, the “Transaction Entities”) and BRG Manager, LLC, a Delaware limited liability company (the “Manager”), agrees with Wunderlich Securities, Inc., as the representative (the “Representative”) of the several Underwriters named in Schedule A hereto (collectively, the “Underwriters”) to issue and sell to the several Underwriters [•] shares (the “Firm Shares”) of its Class A common stock, par value $0.01 per share (the “Common Stock”), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [•] additional shares of its Common Stock (the “Optional Shares”) as set forth below. The Firm Shares and the Optional Shares are herein collectively called the “Offered Shares.” Pursuant to the Second Amended and Restated
CONTRIBUTION AGREEMENT CONTRIBUTION OF BR OAK CREST VILLAS, LLC INTERESTS FROM BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND II, LLC TO BLUEROCK RESIDENTIAL GROWTH REIT, INC. CONTENTSContribution Agreement • March 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
This Contribution Agreement (this “Agreement”) is made as of the Effective Date (defined below), by and between BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND II, LLC, a Delaware limited liability company (“SOIF II” or “Contributor”), and BLUEROCK RESIDENTIAL GROWTH REIT, INC., a Maryland corporation (“REIT”).
CONTRIBUTION AGREEMENT CONTRIBUTION OF BR VG ANN ARBOR JV MEMBER, LLC INTERESTS FROM BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND II, LLC AND BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND III, LLC TO BLUEROCK RESIDENTIAL GROWTH REIT, INC. CONTENTSContribution Agreement • March 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
This Contribution 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 “Contributors,” and individually, each is a “Contributor”) and BLUEROCK RESIDENTIAL GROWTH REIT, INC., a Maryland corporation (“REIT”).
CONTRIBUTION AGREEMENT CONTRIBUTION OF NORTH PARK TOWERS APARTMENTS FROM BR-NPT SPRINGING ENTITY, LLC TO BLUEROCK RESIDENTIAL HOLDINGS, L.P. CONTENTSContribution Agreement • March 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
This Contribution Agreement (this “Agreement”) is made as of the Effective Date (defined below), by and among BR-NPT SPRINGING ENTITY, LLC, a Delaware limited liability company (“Contributor”), and BLUEROCK RESIDENTIAL HOLDINGS, L.P., a Delaware limited partnership (“Operating Partnership”).
CONTRIBUTION AGREEMENT CONTRIBUTION OF BR WATERFORD JV MEMBER, LLC INTERESTS FROM BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND, LLC AND BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND II, LLC TO BLUEROCK RESIDENTIAL GROWTH REIT, INC. CONTENTSContribution Agreement • March 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
This Contribution Agreement (this “Agreement”) is made as of the Effective Date (defined below), by and among BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND, LLC, a Delaware limited liability company (“SOIF I”), BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND II, LLC, a Delaware limited liability company (“SOIF II”) (collectively, SOIF I and SOIF II shall be referred to herein as the “SOIF Parties” or the “Contributors,” and individually, each is a “Contributor”) and BLUEROCK RESIDENTIAL GROWTH REIT, INC., a Maryland corporation (“REIT”).
CONTRIBUTION AGREEMENT CONTRIBUTION OF BR SPRINGHOUSE MANAGING MEMBER, LLC INTERESTS FROM BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND, LLC TO BLUEROCK RESIDENTIAL GROWTH REIT, INC. CONTENTSContribution Agreement • March 13th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
This Contribution Agreement (this “Agreement”) is made as of the Effective Date (defined below), by and among BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND, LLC, a Delaware limited liability company (“SOIF” or “Contributor”) and BLUEROCK RESIDENTIAL GROWTH REIT, INC., a Maryland corporation (“REIT”).
