Bluerock Residential Growth REIT, Inc. Sample Contracts

Bluerock Residential Growth REIT, Inc. – Bluerock Residential Growth REIT Announces Fourth Quarter 2018 Results - Total Revenues Grew 37% YoY to $50.0 Million - - Same Store Revenue Growth of 5.5% YoY - (February 14th, 2019)

New York, NY (February 14, 2019) – Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) (“the Company”), an owner of highly amenitized multifamily apartment communities, announced today its financial results for the quarter ended December 31, 2018.

Bluerock Residential Growth REIT, Inc. – Financial and Operating Highlights 17 Share and Unit Information 18 EBITDAre and Interest Information 19 Financial Statistics 20 Recent Acquisitions and Investments 21 Investments in Unconsolidated Real Estate Joint Ventures and Notes and Accrued Interest Receivable from Related Parties 22 Portfolio Information 23 Renovation Table 24 Mezzanine/Preferred Investments 25 Condensed Consolidated Balance Sheets 26 Consolidated Statements of Operations 27 Reconciliation of Funds from Operations (FFO), Core Funds from Operations (CFFO), and Adjusted Funds from Operations (AFFO) 28 Mortgages Payable Su (February 14th, 2019)

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are based upon the Company’s present expectations, but these statements are not guaranteed to occur, including statements relating to the Company’s operating environment, operating trends, and outlook. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Investors should not place undue reliance upon forward-looking statements. For further discussion of the factors that could affect outcomes, please refer to the “Risk Factors” set forth in Item 1A of the Company’s Annual Report on Form 10-K filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on March 13, 2018, and subsequent filings by the Co

Bluerock Residential Growth REIT, Inc. – BLUEROCK RESIDENTIAL GROWTH REIT, INC. Up to 500,000 Units, consisting of 500,000 Shares of Series B Redeemable Preferred Stock, par value $.01 per share, and Warrants to Purchase 10,000,000 shares of Class A Common Stock DEALER MANAGER AGREEMENT November 16, 2018 (November 19th, 2018)

Bluerock Residential Growth REIT, Inc. a Maryland corporation (the “Company”), has proposed to offer for public sale (the “Offering”) a maximum of 500,000 Units, consisting of 500,000 Shares of Series B Redeemable Preferred Stock, $0.01 par value per share (the “Series B Redeemable Preferred Stock”), and Warrants to purchase 10,000,000 Shares of Class A Common Stock (the “Warrants,” and together with the Series B Redeemable Preferred Stock, the “Units”). Each Unit consists of (i) one share of Series B Redeemable Preferred Stock, with a liquidation preference of $1,000 per share, and (ii) one Warrant to purchase 20 shares of Class A common stock, $0.01 par value per share (each a “Class A Share”). The Units are to be issued and sold to the public on a “best efforts” basis through you (the “Dealer Manager”) as the managing dealer and the broker-dealers participating in the Offering (the “Participating Broker-Dealers”) at a price of $1,000.00 per Unit.  The price at which Units will be of

Bluerock Residential Growth REIT, Inc. – November 16, 2018 (November 19th, 2018)
Bluerock Residential Growth REIT, Inc. – Bluerock Residential Growth REIT, Inc. and Computershare Inc. and Computershare Trust Company, N.A. as Warrant Agent Warrant Agreement Dated as of November 16, 2018 (November 19th, 2018)

WARRANT AGREEMENT dated as of November 16, 2018 (this “Agreement”), between Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company N.A., a federally chartered trust company, collectively as warrant agent (together with their respective successors and assigns, the “Warrant Agent”).

Bluerock Residential Growth REIT, Inc. – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BLUEROCK RESIDENTIAL HOLDINGS, L.P. DESIGNATION OF ADDITIONAL SERIES B REDEEMABLE PREFERRED UNITS NOVEMBER 16, 2018 (November 19th, 2018)

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:

Bluerock Residential Growth REIT, Inc. – Park & Kingston | Charlotte, NC The Preserve at Henderson Beach | Destin, FL Veranda at Centerfield | Houston, TX (November 5th, 2018)

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are based upon the Company’s present expectations, but these statements are not guaranteed to occur, including statements relating to the Company’s operating environment, operating trends, and outlook. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Investors should not place undue reliance upon forward-looking statements. For further discussion of the factors that could affect outcomes, please refer to the “Risk Factors” set forth in Item 1A of the Company’s Annual Report on Form 10-K filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on March 13, 2018, and subsequent filings by the Co

Bluerock Residential Growth REIT, Inc. – Bluerock Residential Growth REIT Announces Third Quarter 2018 Results (November 5th, 2018)

New York, NY (November 5, 2018) – Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) (“the Company”), an owner of highly amenitized multifamily apartment communities, announced today its financial results for the quarter ended September 30, 2018.

Bluerock Residential Growth REIT, Inc. – BLUEROCK RESIDENTIAL GROWTH REIT, INC. THIRD AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN FOR INDIVIDUALS Effective September 28, 2018 (October 2nd, 2018)
Bluerock Residential Growth REIT, Inc. – BLUEROCK RESIDENTIAL GROWTH REIT, INC. THIRD AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN FOR ENTITIES Effective September 28, 2018 (October 2nd, 2018)
Bluerock Residential Growth REIT, Inc. – TENTH AMENDMENT TO THE SECOND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BLUEROCK RESIDENTIAL HOLDINGS, L.P. August 6, 2018 (August 8th, 2018)

This Tenth Amendment (this “Amendment”) to the Second Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., a Delaware limited partnership (the “Partnership”) (as amended, the “Partnership Agreement”), is entered into effective as of January 1, 2018, by, Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “General Partner”), in accordance with Article XI of the Partnership Agreement. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

Bluerock Residential Growth REIT, Inc. – Bluerock Residential Growth REIT Announces Second Quarter 2018 Results - Total Revenues Grew 57% YoY to $45.0 Million - - Increases Low End of Full Year 2018 AFFO Guidance Range - (August 7th, 2018)

New York, NY (August 7, 2018) – Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) (“the Company”), an owner of highly amenitized multi-family apartment communities, announced today its financial results for the quarter ended June 30, 2018.

Bluerock Residential Growth REIT, Inc. – Financial and Operating Highlights 16 Share and Unit Information 17 EBITDAre and Interest Information 18 Financial Statistics 19 Recent Acquisitions 20 Investments in Unconsolidated Real Estate Joint Ventures and Notes and Accrued Interest Receivable from Related Parties 21 Portfolio Information 22 Renovation Table 23 Mezzanine/Preferred Investments 24 Condensed Consolidated Balance Sheets 25 Consolidated Statements of Operations 26 Reconciliation of Funds from Operations (FFO), Core Funds From Operations (Core FFO) and Adjusted Funds from Operations (AFFO) 27 Mortgages Payable Summary Informa (August 7th, 2018)

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are based upon the Company’s present expectations, but these statements are not guaranteed to occur, including statements relating to the Company’s operating environment, operating trends, and outlook. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Investors should not place undue reliance upon forward-looking statements. For further discussion of the factors that could affect outcomes, please refer to the “Risk Factors” set forth in Item 1A of the Company’s Annual Report on Form 10-K filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on March 13, 2018, and subsequent filings by the Co

Bluerock Residential Growth REIT, Inc. – BLUEROCK RESIDENTIAL GROWTH REIT, INC. Issuer AND [ ] Trustee INDENTURE Dated as of [ ], [ ] Senior Debt Securities (May 17th, 2018)

INDENTURE, dated as of [    ], [    ], between BLUEROCK RESIDENTIAL GROWTH REIT, INC., a Maryland corporation (the “Company”), and [    ], as trustee (the “Trustee”):

Bluerock Residential Growth REIT, Inc. – BLUEROCK RESIDENTIAL GROWTH REIT, INC. Issuer AND [ ] Trustee INDENTURE Dated as of [ ], [ ] Subordinated Debt Securities CROSS-REFERENCE TABLE (1) (May 17th, 2018)

INDENTURE, dated as of [  ], [             ], between Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “Company”), and [      ], as trustee (the “Trustee”):

Bluerock Residential Growth REIT, Inc. – Bluerock Residential Growth REIT Announces First Quarter 2018 Results - Total Revenues Grew 49% YoY to $41.9 Million - - Reaffirms Full Year 2018 AFFO Guidance - (May 8th, 2018)

New York, NY (May 8, 2018) – Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) (“the Company”), an owner of highly amenitized multi-family apartment communities, announced today its financial results for the quarter ended March 31, 2018.

Bluerock Residential Growth REIT, Inc. – Financial and Operating Highlights 15 Share and Unit Information 16 EBITDAre and Interest Information 17 Financial Statistics 18 Recent Acquisitions 19 Investments in Unconsolidated Real Estate Joint Ventures and Notes and Accrued Interest Receivable from Related Parties 20 Portfolio Information 21 Mezzanine/Preferred Investments 22 Condensed Consolidated Balance Sheets 23 Consolidated Statements of Operations 24 Reconciliation of Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO) 25 Mortgages Payable Summary Information 26 2018 Outlook 28 Definitions of Non-GAAP Financial M (May 8th, 2018)

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are based upon the Company’s present expectations, but these statements are not guaranteed to occur, including statements relating to the Company’s operating environment, operating trends, and outlook. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Investors should not place undue reliance upon forward-looking statements. For further discussion of the factors that could affect outcomes, please refer to the “Risk Factors” set forth in Item 1A of the Company’s Annual Report on Form 10-K filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on March 13, 2018, and subsequent filings by the Co

Bluerock Residential Growth REIT, Inc. – GUARANTY OF NON-RECOURSE OBLIGATIONS (May 4th, 2018)

This GUARANTY OF NON-RECOURSE OBLIGATIONS (this “Guaranty”), dated as of April 30, 2018, is executed by the undersigned (“Guarantor”), to and for the benefit of WALKER & DUNLOP, LLC, a Delaware limited liability company (“Lender”).

Bluerock Residential Growth REIT, Inc. – ENVIRONMENTAL INDEMNITY AGREEMENT (May 4th, 2018)

This ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”), dated as of April 30, 2018, is executed by (a) BR METROWEST, LLC, (b) BRG FNMA SHELF 1, LLC, (c) BRG FNMA SHELF 2, LLC, (d) BRG FNMA SHELF 3, LLC, (e) BRG FNMA SHELF 4, LLC, (f) BRG FNMA SHELF 5, LLC, (g) BRG FNMA SHELF 6, LLC, (h) BRG FNMA SHELF 7, LLC, (i) BRG FNMA SHELF 8, LLC, (j) BRG FNMA SHELF 9, LLC, and (k) BRG FNMA SHELF 10, LLC, each a Delaware limited liability company (individually and collectively, “Borrower”), to and for the benefit of WALKER & DUNLOP, LLC, a Delaware limited liability company (“Lender”).

Bluerock Residential Growth REIT, Inc. – ASSIGNMENT OF MASTER CREDIT FACILITY AGREEMENT AND OTHER LOAN DOCUMENTS (May 4th, 2018)

This Assignment is given in connection with, and in consideration of, Fannie Mae’s purchase of one or more Advances made pursuant to the Master Agreement by Assignor to Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged.

Bluerock Residential Growth REIT, Inc. – MASTER CREDIT FACILITY AGREEMENT BY AND BETWEEN BORROWERS SIGNATORY HERETO AND WALKER & DUNLOP, LLC DATED AS OF April 30, 2018 (May 4th, 2018)
Bluerock Residential Growth REIT, Inc. – MULTIFAMILY NOTE (May 4th, 2018)

FOR VALUE RECEIVED, the undersigned (individually and collectively, “Borrower”) promises to pay to the order of WALKER & DUNLOP, LLC, a Delaware limited liability company (“Lender”), the principal amount of SIXTY-FOUR MILLION FIVE HUNDRED FIFTY-NINE THOUSAND AND 00/100 DOLLARS (US $64,559,000.00) (the “Advance”), together with interest thereon accruing at the Interest Rate on the unpaid principal balance from the date the Advance proceeds are disbursed until fully paid in accordance with the terms hereof and of that certain Master Credit Facility Agreement dated as of April 30, 2018, by and between Borrower and Lender (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Master Agreement”). This Note is entitled to the benefit and security of the Loan Documents provided for in the Master Agreement, to which reference is hereby made for a statement of all of the terms and conditions under which the Advance evidenced hereby is made.

Bluerock Residential Growth REIT, Inc. – Financial and Operating Highlights 16 Share and Unit Information 17 EBITDA and Interest Information 18 Financial Statistics 19 Recent Acquisitions 20 Recent Dispositions 21 Investments in Unconsolidated Real Estate Joint Ventures and Notes and Accrued Interest Receivable from Related Parties 22 Portfolio Information 23 Mezzanine/Preferred Investments 24 Condensed Consolidated Balance Sheets 25 Consolidated Statements of Operations 26 Reconciliation of Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO) 27 Debt Summary Information 28 First Quarter 2018 Outlook 30 Definitions o (February 14th, 2018)

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are based upon the Company’s present expectations, but these statements are not guaranteed to occur, including statements relating to the Company’s operating environment, operating trends, and outlook. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Investors should not place undue reliance upon forward-looking statements. For further discussion of the factors that could affect outcomes, please refer to the “Risk Factors” set forth in Item 1A of the Company’s Annual Report on Form 10-K filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on February 22, 2017, and subsequent filings by the

Bluerock Residential Growth REIT, Inc. – Bluerock Residential Growth REIT Announces Fourth Quarter and Full Year 2017 Results - Company Exceeds Fourth Quarter 2017 Guidance – - Invested Over $788 million in 2017 - - Provides Guidance for 2018 - (February 14th, 2018)

New York, NY (February 14, 2018) – Bluerock Residential Growth REIT, Inc. (NYSE MKT: BRG) (“the Company”), an owner of highly amenitized multi-family apartment communities, announced today its financial results for the quarter and year ended December 31, 2017.

Bluerock Residential Growth REIT, Inc. – BLUEROCK RESIDENTIAL GROWTH REIT, INC. Up to $435,000,000 of Units, consisting of 435,000 Shares of Series B Redeemable Preferred Stock, par value $.01 per share, and Warrants to Purchase 8,700,000 shares of Class A Common Stock DEALER MANAGER AGREEMENT November 15, 2017 (November 20th, 2017)

Bluerock Residential Growth REIT, Inc. a Maryland corporation (the “Company”), has proposed to offer for public sale (the “Offering”) a maximum of $435,000,000 of Units, consisting of 435,000 Shares of Series B Redeemable Preferred Stock, $0.01 par value per share (the “Series B Redeemable Preferred Stock”), and Warrants to purchase 8,700,000 Shares of Class A Common Stock (the “Warrants,” and together with the Series B Redeemable Preferred Stock, the “Units”).. Each Unit consists of (i) one share of Series B Redeemable Preferred Stock, with a liquidation preference of $1,000 per share, and (ii) one Warrant to purchase 20 shares of Class A common stock, $0.01 par value per share (each a “Class A Share”). The Units are to be issued and sold to the public on a “best efforts” basis through you (the “Dealer Manager”) as the managing dealer and the broker-dealers participating in the Offering (the “Participating Broker-Dealers”) at a price of $1,000.00 per Unit.  The price at which Units wi

Bluerock Residential Growth REIT, Inc. – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BLUEROCK RESIDENTIAL HOLDINGS, L.P. DESIGNATION OF ADDITIONAL SERIES B REDEEMABLE PREFERRED UNITS NOVEMBER 15, 2017 (November 20th, 2017)

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:

Bluerock Residential Growth REIT, Inc. – November 15, 2017 (November 20th, 2017)
Bluerock Residential Growth REIT, Inc. – Bluerock Residential Growth REIT, Inc. and Computershare Inc. and Computershare Trust Company, N.A. as Warrant Agent Warrant Agreement Dated as of November 15, 2017 (November 20th, 2017)

WARRANT AGREEMENT dated as of November 15, 2017 (this “Agreement”), between Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company N.A., a federally chartered trust company, collectively as warrant agent (together with their respective successors and assigns, the “Warrant Agent”).

Bluerock Residential Growth REIT, Inc. – Corporate Headquarters (November 7th, 2017)
Bluerock Residential Growth REIT, Inc. – Financial and Operating Highlights 15 Share and Dividend Information 16 EBITDA and Interest Information 17 Financial Statistics 18 Recent Acquisitions and Pending Investments 19 Recent Dispositions 20 Investments in Unconsolidated Real Estate Joint Ventures and Notes and Accrued Interest Receivable from Related Parties 21 Portfolio Information 22 Development Properties 23 Condensed Consolidated Balance Sheets 24 Consolidated Statements of Operations 25 Reconciliation of Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO) 26 Debt Summary Information 27 Fourth Quarter 2017 Outl (November 7th, 2017)

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are based upon the Company’s present expectations, but these statements are not guaranteed to occur, including statements relating to the Company’s operating environment, operating trends, and outlook. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Investors should not place undue reliance upon forward-looking statements. For further discussion of the factors that could affect outcomes, please refer to the “Risk Factors” set forth in Item 1A of the Company’s Annual Report on Form 10-K filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on February 22, 2017, and subsequent filings by the

Bluerock Residential Growth REIT, Inc. – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (November 6th, 2017)

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.

Bluerock Residential Growth REIT, Inc. – ADMINISTRATIVE SERVICES AGREEMENT (November 6th, 2017)

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”.

Bluerock Residential Growth REIT, Inc. – 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 (November 6th, 2017)

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):

Bluerock Residential Growth REIT, Inc. – STOCKHOLDERS AGREEMENT (November 6th, 2017)

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.

Bluerock Residential Growth REIT, Inc. – BLUEROCK RESIDENTIAL GROWTH REIT, INC. ARTICLES SUPPLEMENTARY (November 6th, 2017)

Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: