0001144204-15-017506 Sample Contracts

LIMITED LIABILITY COMPANY AGREEMENT OF BR PARK & KINGSTON CHARLOTTE, LLC
Limited Liability Company Agreement • March 20th, 2015 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware

This Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of BR Park & Kingston Charlotte, LLC (the “Company”), is entered into by 23HUNDRED, LLC, a Delaware limited liability company, as the sole equity member (the “Member”). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.

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AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 20th, 2015 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts

THIS AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), is made and entered into as of this 17th day of February, 2015 (the “Date of Amendment”), by and between PARK KINGSTON INVESTORS, LLC, a North Carolina limited liability company (“Seller”), and BLUEROCK REAL ESTATE, L.L.C., a Delaware limited liability company (“Buyer”).

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 20th, 2015 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • North Carolina

PURCHASE AND SALE AGREEMENT (“Agreement”) dated as of January 15, 2014 (the “Effective Date”), by and between PARK KINGSTON INVESTORS, LLC, a North Carolina limited liability company (“Seller”), with an address of 2448 Park Road, Charlotte, NC 28203, and BLUEROCK REAL ESTATE, L.L.C., a Delaware limited liability company (“Buyer”), with an address of 712 Fifth Avenue, 9th Floor, New York, NY 10019.

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 20th, 2015 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), is made and entered into as of this 20th day of February, 2015 (the “Date of Amendment”), by and between PARK KINGSTON INVESTORS, LLC, a North Carolina limited liability company (“Seller”), and BLUEROCK REAL ESTATE, L.L.C., a Delaware limited liability company (“Buyer”).

PARTIAL ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 20th, 2015 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • North Carolina

THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this “Assignment”) is entered into effective as of March 16, 2015, by and between BLUEROCK REAL ESTATE, L.L.C., a Delaware limited liability company ("Assignor”), and BR PARK & KINGSTON CHARLOTTE, LLC, a Delaware limited liability company (“Assignee”). All initially capitalized terms used but not defined herein shall have the meanings ascribed thereto in that certain Purchase and Sale Agreement by and between Park Kingston Investors, LLC, as seller, and Assignor, as purchaser, dated January 15, 2015 (as amended prior to the date hereof, the “Agreement”).

AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • March 20th, 2015 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts

THIS AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF 23HUNDRED, LLC (this "Amendment"), is made and entered into as of March 16, 2015 (the "Effective Date"), by BR Stonehenge 23Hundred JV, LLC, a Delaware limited liability company (the “Member”).

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