0001144204-16-132164 Sample Contracts

LEASE AGREEMENT between THE ATLANTA DEVELOPMENT AUTHORITY and TEN SIDE HOLDINGS, LLC Dated as of December 1, 2009
Lease Agreement • November 8th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Georgia

THIS LEASE AGREEMENT, dated as of December 1, 2009, by and between THE ATLANTA DEVELOPMENT AUTHORITY (the “Issuer”), a public body corporate and politic of the State of Georgia, as lessor, and TEN SIDE HOLDINGS, LLC (the “Lessee”), a limited liability company organized and existing under the laws of the State of Georgia, as lessee.

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THIRD AMENDMENT OF SALE-PURCHASE AGREEMENT
Sale-Purchase Agreement • November 8th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts

THIS THIRD AMENDMENT OF SALE-PURCHASE AGREEMENT (this “Amendment”) is made effective as of August 25, 2016, by and between RPG GLENRIDGE LLC, a Delaware limited liability company (“Seller”), and CARROLL ACQUISITIONS, LLC, a Georgia limited liability company (“Purchaser”), on the following terms and conditions:

SALE-PURCHASE AGREEMENT between RPG GLENRIDGE LLC, a Delaware limited liability company Seller, and CARROLL ACQUISITIONS, LLC, a Georgia limited liability company Purchaser. Premises: “Nevadan Apartments” 5501 Glenridge Drive Atlanta, Georgia 30342
Sale-Purchase Agreement • November 8th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts

THIS SALE-PURCHASE AGREEMENT (this “Agreement”), is made as of this 12th day of August, 2016 (the “Effective Date”), between RPG GLENRIDGE LLC, a limited liability company organized under the laws of the State of Delaware, having an office at c/o AION Partners, 11 East 44th Street, Suite 1000, New York, New York 10017 (“Seller”), and CARROLL ACQUISITIONS, LLC, a limited liability company organized under the laws of the State of Georgia, having an office at 3340 Peachtree Road, Suite 2250, Atlanta, Georgia 30326 (“Purchaser”).

FIRST AMENDMENT OF SALE-PURCHASE AGREEMENT
Sale-Purchase Agreement • November 8th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts

THIS FIRST AMENDMENT OF SALE-PURCHASE AGREEMENT (this “Amendment”) is made effective as of August 19, 2016, by and between RPG GLENRIDGE LLC, a Delaware limited liability company (“Seller”), and CARROLL ACQUISITIONS, LLC, a Georgia limited liability company (“Purchaser”), on the following terms and conditions:

ASSIGNMENT AND ASSUMPTION OF BOND DOCUMENTS
Assignment and Assumption of Bond Documents • November 8th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Georgia

This ASSIGNMENT AND ASSUMPTION OF BOND DOCUMENTS (this "Agreement"), is made as of this 14th day of July, 2016, by and between WATERTON TENSIDE OWNER, L.L.C., a Delaware limited liability company ("Assignor"); and BR CARROLL TENSIDE, LLC, a Delaware limited liability company ("Assignee").

BOND PLEDGE AND SECURITY AGREEMENT (Series 2009 Bonds)
Pledge and Security Agreement • November 8th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Georgia

THIS BOND PLEDGE AND SECURITY AGREEMENT ("Agreement"), dated as of December 29, 2009, is among Ten Side Holdings, LLC, a Georgia limited liability company, as both borrower and holder of the Bonds (as defined herein) ("Borrower"), and KeyBank National Association, together with its successors and assigns ("Lender").

SECOND AMENDMENT OF SALE-PURCHASE AGREEMENT
Sale-Purchase Agreement • November 8th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts

THIS SECOND AMENDMENT OF SALE-PURCHASE AGREEMENT (this “Amendment”) is made effective as of August 24, 2016, by and between RPG GLENRIDGE LLC, a Delaware limited liability company (“Seller”), and CARROLL ACQUISITIONS, LLC, a Georgia limited liability company (“Purchaser”), on the following terms and conditions:

ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT
Assignment and Assumption of Purchase Agreement • November 8th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Georgia

THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT (this "Assignment") is entered into as of October 13, 2016 by and between CARROLL ACQUISITIONS, LLC, a Georgia limited liability company ("Assignor"), and BR CARROLL GLENRIDGE, LLC, a Delaware limited liability company ("Assignee").

ASSIGNMENT AND ASSUMPTION OF LEASE DOCUMENTS
Assignment and Assumption of Lease Documents • November 8th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Georgia

This ASSIGNMENT AND ASSUMPTION OF LEASE DOCUMENTS AND OPTION RIGHTS (this “Agreement”), is made as of this 14th day of July, 2016, by and between WATERTON TENSIDE OWNER, L.L.C., a Delaware limited liability company (“Assignor”), and BR CARROLL TENSIDE, LLC, a Delaware limited liability company. (“Assignee”).

LTIP UNIT VESTING AGREEMENT Under the Bluerock Residential Growth REIT, Inc. Amended and Restated 2014 Equity Incentive Plan for Entities
Ltip Unit Vesting Agreement • November 8th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York

Pursuant to the Bluerock Residential Growth REIT, Inc. Amended and Restated 2014 Equity Incentive Plan for Entities, dated effective as of May 28, 2015 (the “Plan”), and the Second Amended and Restated Agreement of Limited Partnership, dated April 2, 2014, as amended (the “Partnership Agreement”) of Bluerock Residential Holdings, L.P., a Delaware limited partnership (the “Partnership”), Bluerock Residential Growth REIT, Inc., a Maryland corporation and the general partner of the Partnership (the “Company”), and for the provision of services to or for the benefit of the Partnership in a partner capacity or in anticipation of being a partner, pursuant to that certain Management Agreement among the Company, the Partnership and the Grantee dated as of April 2, 2014 (the “Management Agreement”), hereby grants to the Grantee named above an Other Equity-Based Award (as defined in the Plan) (an “Award”) in the form of, and by causing the Partnership to issue to the Grantee named above, the num

RATE CAP AGREEMENT (LIBOR)
Rate Cap Agreement • November 8th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York

THIS RATE CAP AGREEMENT (this “Agreement”) is dated as of October 11, 2016 between SMBC CAPITAL MARKETS, INC., a Delaware corporation (“SMBC CM” or the “Seller”) and BR CARROLL GLENRIDGE, LLC, a Delaware limited liability company (the “Buyer”), whereby the parties agree as follows:

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