0001144204-17-056574 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 6th, 2017 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) by and between Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “REIT”), Bluerock Residential Holdings, L.P, a Delaware limited partnership, the operating partnership subsidiary of the REIT (the “Operating Partnership”), and the Operating Partnership’s subsidiary, Bluerock REIT Operator, LLC, a Delaware limited liability company (“REIT Operator” and, together with the REIT and the Operating Partnership, the “Company”), and Jordan B. Ruddy (“Executive”) is dated as of the Effective Date.

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AMENDED AND RESTATED SERVICES AGREEMENT
Services Agreement • November 6th, 2017 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York

THIS AMENDED AND RESTATED SERVICES AGREEMENT (this “Agreement”) by and between Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “REIT”), Bluerock Residential Holdings, L.P., a Delaware limited partnership, the operating partnership subsidiary of the REIT (the “Operating Partnership”), and the Operating Partnership’s subsidiary, Bluerock REIT Operator, LLC, a Delaware limited liability company (“REIT Operator” and, together with the REIT and the Operating Partnership, the “Company”), and Konig & Associates, LLC, a New Jersey limited liability company (“Service Provider”) is dated as of the Effective Date.

EIGHTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BLUEROCK RESIDENTIAL HOLDINGS, L.P. DESIGNATION OF CLASS A PERFORMANCE LTIP UNITS October 31, 2017
Agreement of Limited Partnership • November 6th, 2017 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts

Pursuant to Section 4.02 and Article XI of the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P. (the “Partnership Agreement”), the General Partner hereby amends the Partnership Agreement as follows in connection the designation and issuance of the Class A Performance LTIP Units (as defined below):

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • November 6th, 2017 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware

This ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”), dated as of October 31, 2017 (the “Effective Date”), is by and among Bluerock Real Estate, L.L.C., a Delaware limited liability company (“Bluerock Real Estate”), and Bluerock Real Estate Holdings, LLC, a Delaware limited liability company (“Bluerock Holdings” and, together with Bluerock Real Estate, the “Bluerock Entities” and each a “Bluerock Entity”), on the one hand, and Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “REIT”), Bluerock Residential Holdings, L.P., a Delaware limited partnership (the “OP”), Bluerock TRS Holdings, LLC, a Delaware limited liability company (the “TRS”), and Bluerock REIT Operator, LLC, a Delaware limited liability company (the “Manager” and, together with the REIT, the OP and the TRS, the “Company” and each a “Company Party”), on the other hand. The Bluerock Entities and the Company shall be collectively referred to herein as the “Parties,” and each individually a “Party”.

STOCKHOLDERS AGREEMENT
Stockholders Agreement • November 6th, 2017 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Maryland

THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of October 31, 2017, by and among Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “REIT”), and the Holders (as defined below), for the benefit of the Holders and the REIT. Certain capitalized terms used herein shall have the meanings ascribed to such terms in Section 1.

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