0001144204-15-035565 Sample Contracts

LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • June 4th, 2015 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT OF BR CHESHIRE Member, LLC (herein referred to as the “Agreement”), is made and entered into as of May 29, 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”).

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TENANCY IN COMMON AGREEMENT
Tenancy in Common Agreement • June 4th, 2015 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Georgia

THIS TENANCY IN COMMON AGREEMENT (the “Agreement”) is made as of this 29th day of May, 2015 (the “Effective Date”) by and between the following:

OPERATING AGREEMENT OF BR/CDP CB VENTURE, LLC
Operating Agreement • June 4th, 2015 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York

THIS OPERATING AGREEMENT (this “Agreement”) is made and entered into this 29th day of May, 2015, by and between CB DEVELOPER, LLC, a Georgia limited liability company (the “Catalyst Member”) and BR CHESHIRE MEMBER, LLC, a Delaware limited liability company (the “BR Member”).

LIMITED LIABILITY COMPANY AGREEMENT OF CB OWNER, LLC
Limited Liability Company Agreement • June 4th, 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 CB OWNER, LLC, a Delaware limited liability company (the “Company”), is entered into by BR/CDP CB VENTURE, LLC, a Delaware limited liability company, as the sole member (the “Member”). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.

DEVELOPMENT AGREEMENT
Development Agreement • June 4th, 2015 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York

[The following is preliminary and is subject to being finalized upon the Closing of the Construction Loan, in which case the Budget approved by the construction lender shall in all respects be deemed substituted herefor]

BR/CDP CHESHIRE BRIDGE TRUST AGREEMENT
Trust Agreement • June 4th, 2015 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Georgia

THIS BR/CDP CHESHIRE BRIDGE TRUST AGREEMENT (the "Trust Agreement") is made and entered into effective as of May 29, 2015 by and between DUKE OF LEXINGTON, LLC, an Ohio limited liability company (“Duke”), COMMANDER HABERSHAM, LLC, an Ohio limited liability company (“Commander”) and BR/CDP CB VENTURE, LLC, a Delaware limited liability company (“BR CDP”) (referred to herein individually as a "Beneficiary" and collectively as "Beneficiaries") and CB OWNER, LLC (the "Trustee").

TIC MANAGEMENT AGREEMENT
Tic Management Agreement • June 4th, 2015 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Georgia

THIS TIC MANAGEMENT AGREEMENT (the “Agreement”) is made as of this 29th day of May, 2015 (the “Effective Date”) by and between the following:

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