JOINDER BY AND AGREEMENT OF NEW INDEMNITOR


 


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:


 


1.                
Defined Terms. All capitalized terms used in this New Indemnitor Joinder, unless defined herein, shall have
the meanings given such terms in the Agreement, and if not defined therein, then in the Original Indemnitor Joinder attached thereto.


 


2.                
Benefit to New Indemnitor. Each New Indemnitor, owning a direct and/or indirect interest in New Borrower as
a result of the Requested Actions, shall receive a substantial benefit from Lender's consent to the Requested Actions.


 


3.                
Assumption by New Indemnitor of Guaranty. From and after the Acquisition Date, New Indemnitor hereby, jointly
and severally, assumes and agrees to be liable and responsible for and bound by all of Original Indemnitor's obligations, agreements
and liabilities, including but not limited to the jury waiver and other waivers set forth therein, under the Guaranty, as amended
hereby, as fully and completely as if the New Indemnitor had originally executed and delivered such Guaranty, as
amended hereby, as the guarantor/indemnitor thereunder. New Indemnitor further agrees to pay, perform and discharge each
and every obligation of payment and performance of any guarantor/indemnitor under, pursuant to and as set forth in the Guaranty,
as amended hereby, at the time, in the manner and otherwise in all respects as therein provided. With respect to the Environmental
Indemnity Obligations Under Guaranty, the liability of New Indemnitor shall be joint and several with that of New Borrower and
shall not be limited to environmental obligations occurring from and after the Acquisition Date. From and after the date hereof,
the Guaranty is amended to provide that all references to the term "Borrower" used in the Guaranty shall mean
and refer to the New Borrower and the term "Guarantor" used in the Guaranty shall mean and refer to the New Indemnitor.


 


4.                
Assumption by New Indemnitor of Environmental Indemnity. New Indemnitor, jointly and severally, hereby assumes
and agrees to be liable and responsible for and bound by all of the Original Indemnitor's obligations, agreements and liabilities,
including but not limited to the jury waiver and other waivers set forth therein, under the Environmental Indemnity as fully and
completely as if New Indemnitor had signed such Environmental Indemnity, as amended hereby, as the indemnitor/guarantor thereunder,
including without limitation, all of those obligations, agreements and liabilities which would have been the obligations, agreements
and liabilities of Original Indemnitor, without regard to when such obligations, agreements and liabilities arise, accrue or have
arisen or accrued and without regard to the Original Indemnitor's responsibility therefore, if any. New Indemnitor further agrees
to pay, perform, and discharge each and every obligation of payment and performance of any guarantor/indemnitor under, pursuant
to and as set forth in the Environmental Indemnity, as amended hereby, at the time, in the manner and otherwise in all respects
as therein provided. The liability of New Indemnitor under this paragraph shall be joint and several with that of New Borrower.
From and after the date hereof, the Environmental Indemnity is amended to provide that all references to the term "Borrower"
used in the Environmental Indemnity shall mean and refer to the New Borrower and the term "Indemnitor" used in
the Guaranty shall mean and refer to the New Indemnitor.


 






    	 



    	 



    

 


5.                
Confirmation of Representations. By its execution hereof, New Indemnitor confirms the representations and
warranties and agrees to the covenants regarding New Indemnitor set forth in the Agreement.


 


6.                
Representations by New Indemnitor


 


a.                  
Guarantor Financial Covenants. Each New Indemnitor complies with the Guarantor Financial Covenants (as such term
is defined in the Loan Agreement).


 


b.                 
Authority. The execution and delivery of this New Indemnitor Joinder, and performance by New Indemnitor under the
New Indemnitor Joinder, the Guaranty and Environmental Indemnity will not (a) violate any provision of any law, rule, regulation,
order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to New Indemnitor or
(b) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which New Indemnitor
is a party or by which the Project may be bound or affected.


 


7.                
Notices to New Indemnitor. From and after the Acquisition Date, Lender shall deliver any notices to New Indemnitor
which are required to be delivered pursuant to the Guaranty and the Environmental Indemnity, or are otherwise delivered by the
Lender thereunder at Lender's sole discretion, to the New Indemnitor at the following address:


 


	 	BLUEROCK RESIDENTIAL GROWTH REIT, INC. BLUEROCK RESIDENTIAL HOLDINGS, L.P.
	 	c/o Bluerock Real Estate, L.L.C.
	 	712 Fifth Avenue, 9th Floor
	 	New York, New York 10019
	 	Attn:Jordan Ruddy and Michael L. Konig, Esq.
	 	Facsimile: (212) 278-4220


 


All notices to be sent by New Indemnitor
to Lender under the Guaranty, the Environmental Indemnity and Loan Documents shall be sent to Lender in the manner set forth in
and at the address shown in Section 4.6 of the Agreement to which this New Indemnitor Joinder is attached.


 


8.                
Joint and Several Liability. If New Indemnitor consists of more than one person or party, the obligations
and liabilities of each such person or party shall be joint and several.


 


(REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK)


 




    	2



    	 



    

 


The undersigned
New Indemnitor has executed and delivered this New Indemnitor Joinder to be effective as of the date of the Agreement.


  


 





	 	 	 	NEW INDEMNITOR:	 
	 	 	 	 	 	 
	
        Witnesses:

         
	 	 	BLUEROCK RESIDENTIAL GROWTH REIT, INC., 

a Maryland corporation	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	/s/ M. Brown	 	By: 	/s/ Christopher J. Vohs	 
	Print Name:  	M. Brown	 	Name: 	Christopher J. Vohs	 
	 	 	 	Title: 	Chief Accounting Officer	 
	/s/ Jordan Ruddy	 	 	 	 
	Print Name: 	Jordan Ruddy	 	 	 	 
	 	 	 	 	 	 







 


 


STATE OF New York)


) SS:


COUNTY OF New York)


 


The foregoing instrument
was acknowledged before me this __1__ day of April___, 2014, by Christopher J. Vohs, as Chief Accounting Officer,
of BLUEROCK RESIDENTIAL GROWTH REIT, INC., a Maryland corporation, on behalf of the corporation. He/She is _X__ personally
known to me or ____ produced ________________________ as identification and did not take an oath.


 





	 	 	/s/ Dale Pozzi	 
	 	 	Notary Public	 	 
	 	 	Print Name: 	Dale Pozzi	 







  





My Commission Expires: Jan. 28, 2017


 


[Notarial Seal]


 





[PROPERTY MANAGER'S SIGNATURE PAGE TO JOINDER]







 




    	 



    	 



    

 


The undersigned
New Indemnitor has executed and delivered this New Indemnitor Joinder to be effective as of the date of the Agreement.


 





	 	 	 	NEW INDEMNITOR:	 
	 	 	 	 	 	 
	
        Witnesses:

         
	 	 	
        BLUEROCK RESIDENTIAL HOLDINGS, L.P.,

         a Delaware limited partnership

         
	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	/s/ M. Brown	 	By: 	/s/ Christopher J. Vohs	 
	Print Name:  	M. Brown	 	Name: 	Christopher J. Vohs	 
	 	 	 	Title: 	Chief Accounting Officer	 
	/s/ Jordan Ruddy	 	 	 	 
	Print Name: 	Jordan Ruddy	 	 	 	 
	 	 	 	 	 	 










 


STATE OF New York)


) SS:


COUNTY OF New York)


 


The foregoing instrument
was acknowledged before me this __1__ day of April___, 2014, by Christopher J. Vohs, Chief Accounting Officer of
Bluerock Residential Growth REIT, Inc., a Maryland corporation, as general partner of BLUEROCK RESIDENTIAL HOLDINGS, L.P.,
a Delaware limited partnership, on behalf of the limited partnership. He/She is _X__ personally known to me or ____ produced
________________________ as identification and did not take an oath.


 


 





	 	 	/s/ Dale Pozzi	 
	 	 	Notary Public	 	 
	 	 	Print Name: 	Dale Pozzi	 


 


 





My Commission Expires: Jan. 28, 2017


 


[Notarial Seal]


 








    	2