INDEMNIFICATION AGREEMENTIndemnification Agreement • April 8th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Maryland
THIS 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.
Pledge AgreementPledge Agreement • April 8th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
THIS 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).
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
MANAGEMENT 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 8th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 2, 2014, is made and entered into by and among Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “Company”), and certain Persons listed on Schedule I attached hereto (such Persons, in their capacity as holders of Registrable Securities, the “Holders”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in Section 1.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 8th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 2, 2014, is made and entered into by and among Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “Company”), BR-NPT Springing Entity, LLC (“NPT SE”), a Delaware limited liability company, and Bluerock Property Management, LLC, a Michigan limited liability company (“NPT Manager”). NPT SE and NPT Manager are each referred to herein as a “Holder” and collectively as the “Holders.” Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in Section 1.
TAX PROTECTION AGREEMENTTax Protection Agreement • April 8th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware
THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of April 2, 2014 by and among BLUEROCK RESIDENTIAL GROWTH REIT, INC., a Maryland corporation (the “REIT”), BLUEROCK RESIDENTIAL HOLDINGS, LP, a Delaware limited partnership (the “Partnership”), and BR-NPT SPRINGING ENTITY, LLC, a Delaware limited liability company (the “Contributor”).
JOINDER BY AND AGREEMENT OF NEW INDEMNITORJoinder by and Agreement of New Indemnitor • April 8th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
The undersigned, BLUEROCK RESIDENTIAL GROWTH REIT, INC., a Maryland corporation and BLUEROCK RESIDENTIAL HOLDINGS, L.P., a Delaware limited partnership (individually and collectively "New Indemnitor"), being individually and collectively the Principal referred to in the Agreement to which this Joinder (the "New Indemnitor Joinder") is attached, intending to be legally bound under the terms and provisions of the Guaranty and the Environmental Indemnity pursuant to the provisions of this New Indemnitor Joinder, hereby represents and warrants to and acknowledges and agrees with Lender the following:
INVESTMENT ALLOCATION AGREEMENTInvestment Allocation Agreement • April 8th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
This INVESTMENT ALLOCATION AGREEMENT (this “Agreement”) is dated as of April 2, 2014, by and among Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “Company”), Bluerock Residential Holdings, LP, a Delaware limited partnership (the “Operating Partnership”), BRG Manager, LLC, a Delaware limited liability company (the “Manager”), and Bluerock Real Estate, L.L.C., a Delaware limited liability company (“Bluerock”). Capitalized terms used herein and not otherwise defined are as defined on Schedule I hereto.
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED ADVISORY AGREEMENTAdvisory Agreement • April 8th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
This Second Amendment to Third Amended and Restated Advisory Agreement (this “First Amendment”) is adopted, executed and agreed to effective as of March 26, 2014, by and among Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “Corporation”), Bluerock Residential Holdings, LP, a Delaware limited partnership (the “Operating Partnership”), and Bluerock Multifamily Advisor, LLC, a Delaware limited liability company (the “Advisor”). Undefined terms used herein shall have the meaning ascribed to them in the Agreement (as defined below).
INDEMNITY AGREEMENTIndemnity Agreement • April 8th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of April 2, 2014, by Bluerock residential growth reit, inc., a Maryland corporation (“REIT”), for the benefit of james g. babb, iii (“Babb”) and r. ramin Kamfar (“Kamfar”) (each a “Guarantor” and, together, the “Guarantors”). REIT, Babb and Kamfar are sometimes referred to together as the “Parties.”
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BLUEROCK RESIDENTIAL HOLDINGS, L.P. (a Delaware limited partnership)Agreement • April 8th, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BLUEROCK RESIDENTIAL HOLDINGS, L.P. (the “Partnership”), dated as of April 2, 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.
