0001144204-16-127849 Sample Contracts

2,700,000 Shares BLUEROCK RESIDENTIAL GROWTH REIT, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • October 12th, 2016 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
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SIXTH AMENDMENT TO THE SECOND AMENDED AND RESTATED
Bluerock Residential Growth REIT, Inc. • October 12th, 2016 • 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 with the issuance of up to 3,105,000 shares of 7.125% Series D Cumulative Preferred Stock, $0.01 par value per share (the “Series D Preferred Stock”) of Bluerock Residential Growth REIT, Inc. and the issuance to the General Partner of Series D Preferred Units (as defined below) in exchange for the contribution by the General Partner of the net proceeds from the issuance and sale of the Series D Preferred Stock:

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