Exhibit 10.23

SECOND amendment to

amended and restated

Limited Liability Company Agreement

FOR

BR-NPT SPRINGING ENTITY, LLC,

A DELAWARE LIMITED LIABILITY COMPANY

This SECOND Amendment to amended and restated Limited Liability Company Agreement (this “Second Amendment”) is made as of the 2^nd day of April, 2014, by BR-NORTH PARK TOWERS, LLC, as managing member (the “Manager”), for itself and on behalf of the members set forth on Schedule A hereto (collectively, the “Members”).

WHEREAS, an Amended and Restated Limited Liability Company Agreement dated April 30, 2013, as amended by that certain First Amendment to Amended and Restated Limited Liability Company Agreement (as so amended, the “LLC Agreement”) for BR-NPT Springing Entity, LLC (the “Company”), was previously entered into by and among the Members and the Manager.

WHEREAS, the Company on the date hereof has sold the Property to BRG North Park Towers, LLC (Delaware LLC) (“BRG”) in exchange for limited partnership units totaling 3.5% of the limited partnership in Bluerock Residential Holdings, L.P. (Delaware LP) (“OP”), the operating partnership of Bluerock Residential Growth REIT, Inc. (Maryland corporation) (“REIT”), pursuant to that certain Contribution Agreement between REIT and the Company dated March 10, 2014.

WHEREAS, BRG has assumed the Loan and the Company is no longer liable for same.

WHEREAS, the parties hereto wish to amend the LLC Agreement as hereinafter provided.

NOW, THEREFORE, the parties hereto modify and amend the LLC Agreement, effective as of the date hereof, as follows:

1.          Section 2.03 of the LLC Agreement is hereby modified and amended to delete the second sentence thereof.

2.          Sections 7.05 (b), (c) and (e) of the LLC Agreement are deleted in their entirety.

3.          Section 9.01 of the LLC Agreement is deleted in its entirety.

4.          Section 9.03 of the LLC Agreement is deleted in its entirety.

5.          Section 11.01(e) of the LLC Agreement is deleted in its entirety.

6.          This Second Amendment is intended to be effective from and after the date set forth above.

[SIGNATURE ON FOLLOWING PAGE]

IN WITNESS WHEREOF the undersigned has duly executed this Second Amendment as of the date first set forth above.

MANAGER:	BR-NORTH PARK TOWERS, LLC,
	a Delaware limited liability company
	By:	Bluerock Real Estate, L.L.C.,
		a Delaware limited liability company,
		its manager
		By:	/s/ Jordan Ruddy
			Jordan Ruddy
			Authorized Signatory

2

SCHEDULE A

MEMBERS