Bluerock Residential Growth REIT, Inc. – LIMITED LIABILITY COMPANY AGREEMENT OF BR CWS 2017 Portfolio JV, LLC a DELAWARE LIMITED LIABILITY COMPANY DATED AS OF MARCH 22, 2017 LIMITED LIABILITY COMPANY AGREEMENT OF BR CWS 2017 PORTFOLIO JV, LLC (May 8th, 2017)

THIS LIMITED LIABILITY COMPANY AGREEMENT of BR CWS 2017 PORTFOLIO JV, LLC ("JV" or "Company") is made and entered into and is effective as of March 9, 2017, by and between BR CWS Portfolio Member, LLC, a Delaware limited liability company ("Bluerock"), CWS 2017 Portfolio, LLC, a Delaware limited liability company ("CWS") and CWS 2017 Portfolio PM, LLC, a Delaware limited liability company ("Promote Member") (this "Agreement"). Capitalized terms used herein shall have the meanings ascribed to such terms in this Agreement.

Bluerock Residential Growth REIT, Inc. – First Amendment to Limited Liability Company Agreement of Br Flagler Jv Member, Llc (February 22nd, 2017)

THIS FIRST AMENDMENT to the Limited Liability Company Agreement (the "Amendment") of BR FLAGLER JV MEMBER, LLC, a Delaware limited liability company (the "Company"), is made as of February 15, 2017 and shall be effective as of the 18th day of December, 2015 (the "Amendment Date"), by BRG FLAGLER VILLAGE, LLC, a Delaware limited liability company ("BRG"), and BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND II, LLC, a Delaware limited liability company ("SOIF II") (each, a "Member" and together, the "Members").

Bluerock Residential Growth REIT, Inc. – First Amendment to Amended & Restated Limited Liability Company Agreement of Br Perimeter Jv Member, Llc (February 22nd, 2017)

THIS FIRST AMENDMENT to the Amended & Restated Limited Liability Company Agreement (the "Amendment") of BR PERIMETER JV MEMBER, LLC, a Delaware limited liability company (the "Company"), is made as of February 15, 2017 and shall be effective as of the 1st day of December, 2016 (the "Amendment Date"), by BRG PERIMETER, LLC, a Delaware limited liability company ("BRG"), and BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND III, LLC, a Delaware limited liability company ("SOIF III") (each, a "Member" and together, the "Members").

Bluerock Residential Growth REIT, Inc. – Second Amended and Restated Limited Liability Company Agreement of Br Archco Morehead Jv, Llc (February 22nd, 2017)

This Second Amended and Restated Limited Liability Company Agreement (this "Agreement") of BR ArchCo Morehead JV, LLC (the "Company") is made and entered into and is effective as of December 29, 2016, by BR Morehead JV Member, LLC, a Delaware limited liability company ("Bluerock"), WMH Sponsor LLC, a Delaware limited liability company ("ArchCo"), and TG-BR Partners, LLC, a Georgia limited liability company ("Smith LLC").

Bluerock Residential Growth REIT, Inc. – First Amendment to Amended and Restated Limited Liability Company Agreement of Br Boca Jv Member, Llc (February 22nd, 2017)

THIS FIRST AMENDMENT to the Amended and Restated Limited Liability Company Agreement (the "Amendment") of BR BOCA JV MEMBER, LLC, a Delaware limited liability company (the "Company"), is made as of February 15, 2017 and shall be effective as of the 6th day of January, 2017 (the "Amendment Date"), by BRG BOCA, LLC, a Delaware limited liability company ("BRG"), and BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND II, LLC, a Delaware limited liability company ("SOIF II") (each, a "Member" and together, the "Members").

Bluerock Residential Growth REIT, Inc. – Limited Liability Company Agreement of Br Archco Morehead Mezz, Llc (February 22nd, 2017)

This Limited Liability Company Agreement (this "Agreement"), dated as of December 29, 2016, is executed by BR ArchCo Morehead JV, LLC, a Delaware limited liability company ("Sole Member").

Bluerock Residential Growth REIT, Inc. – Limited Liability Company Agreement of Brg Henderson Beach, Llc (February 22nd, 2017)

THIS LIMITED LIABILITY COMPANY AGREEMENT of BRG HENDERSON BEACH, LLC, a Delaware limited liability company (the "Company"), as amended from time to time, (the "Agreement") is entered into by Bluerock Residential Holdings, L.P., a Delaware limited partnership, the sole member and manager of the Company (the "Member").

Bluerock Residential Growth REIT, Inc. – Amended and Restated Limited Liability Company Agreement of Br Henderson Beach, Llc (February 22nd, 2017)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of BR HENDERSON BEACH, LLC, a Delaware limited liability company (the "Company"), as amended from time to time, (the "Agreement") is entered into by BRG Henderson Beach, LLC, a Delaware limited liability company, the sole member and manager of the Company (the "Member").

Bluerock Residential Growth REIT, Inc. – First Amendment to Limited Liability Company Agreement of Br Vickers Roswell Jv Member, Llc (February 22nd, 2017)

THIS FIRST AMENDMENT to the Limited Liability Company Agreement (the "Amendment") of BR VICKERS ROSWELL JV MEMBER, LLC, a Delaware limited liability company (the "Company"), is made as of February 15, 2017 and shall be effective as of the 9th day of November, 2016 (the "Amendment Date"), by BRG VICKERS ROSWELL, LLC, a Delaware limited liability company ("BRG"), and BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND III, LLC, a Delaware limited liability company ("SOIF III") (each, a "Member" and together, the "Members").

Bluerock Residential Growth REIT, Inc. – AMenDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BR ARCHCO MOREHEAD, LLC (February 22nd, 2017)

This Amended and Restated Limited Liability Company Agreement (this "Agreement"), dated as of December 29, 2016, is executed by BR ArchCo Morehead Mezz, LLC, a Delaware limited liability company ("Sole Member").

Bluerock Residential Growth REIT, Inc. – SECOND Amended and Restated LIMITED LIABILITY COMPANY AGREEMENT OF BR MOREHEAD JV MEMBER, LLC (February 22nd, 2017)

This Second Amended and Restated Limited Liability Company Agreement (together with the schedules attached hereto, this "Agreement") of BR Morehead JV Member, LLC (the "Company"), effective as of January 5, 2017 (the "Effective Date"), is entered into by BRG MOREHEAD NC, LLC ("BRG"), a Delaware limited liability company, and BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND II, LLC ("SOIF II") (collectively with BRG, the "Members"). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.

Bluerock Residential Growth REIT, Inc. – Contract (February 8th, 2017)

This Letter Agreement (the "Agreement") dated February 6, 2017 is entered by and between Bluerock Residential Growth REIT, Inc., a Maryland corporation (the "REIT"), and Cetera Financial Group, Inc. ("Cetera") for itself and on behalf of its broker dealer affiliates listed in Appendix A ("Cetera BDs").

Bluerock Residential Growth REIT, Inc. – Promissory Note (December 7th, 2016)

Borrower's Address: BR Roswell, LLC c/o Bluerock Real Estate, LLC 712 Fifth Avenue, 9th Floor New York, NY 10019 Attention: Michael Konig and Jordan Ruddy with a copy to: Kaplan Voekler Cunningham & Frank PLC 1401 East Cary Street Richmond, Virginia 23219 Attention: S. Edward Flanagan, Esq.

Bluerock Residential Growth REIT, Inc. – Sale of Roswell City Walk Apartments 3000 Forrest Walk, Roswell, Georgia 30075 Purchase and Sale Agreement Between GGT LMI City Walk GA, LLC, a Delaware Limited Liability Company, as Seller and Bluerock Real Estate, LLC, a Delaware Limited Liability Company, as Purchaser Effective Date: September 15, 2016 (December 7th, 2016)

This Purchase and Sale Agreement (this "Agreement") is made and entered into as of the date set forth on the cover page hereof (the "Effective Date"), by and between GGT LMI CITY WALK GA, LLC, a Delaware limited liability company ("Seller"), and BLUEROCK REAL ESTATE, LLC, a Delaware limited liability company ("Purchaser").

Bluerock Residential Growth REIT, Inc. – PROPERTY MANAGEMENT AGREEMENT Dated as of December 1, 2016 Between BR ROSWELL, LLC Owner and CARROLL MANAGEMENT GROUP, LLC Manager PROPERTY MANAGEMENT AGREEMENT (December 7th, 2016)

THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is made as of December 1, 2016 (the "Effective Date"), by and between BR ROSWELL, LLC, a Delaware limited liability company ("Owner"), and CARROLL MANAGEMENT GROUP, LLC, a Georgia limited liability company ("Manager").

Bluerock Residential Growth REIT, Inc. – RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Alison D. Waterson, Esq. (December 7th, 2016)

THIS INSTRUMENT IS TO BE FILED FOR RECORD IN THE REAL ESTATE RECORDS OF THE COUNTY WHERE THE REAL PROPERTY IS LOCATED AND SHALL CONSTITUTE A FIXTURE FILING IN ACCORDANCE WITH THE PROVISIONS OF O.C.G.A. SECTION 11-9-502(C).

Bluerock Residential Growth REIT, Inc. – Limited Liability Company Agreement of Br Roswell, Llc (December 7th, 2016)

THIS LIMITED LIABILITY COMPANY AGREEMENT of BR ROSWELL, LLC, a Delaware limited liability company (the "Company"), as amended from time to time, (the "Agreement") is entered into among BR Hawthorne Springhouse JV, LLC, a Delaware limited liability company, the sole member of the Company (the "Member"), Michael L. Konig ("Springing Member 1"), and Jordan B. Ruddy ("Springing Member 2" and together with Springing Member 1, the "Springing Members").

Bluerock Residential Growth REIT, Inc. – Contract (December 7th, 2016)

RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Alison D. Waterson, Esq. Alston & Bird LLP 1201 West Peachtree Street Atlanta, Georgia 30309

Bluerock Residential Growth REIT, Inc. – Loan Agreement (December 7th, 2016)

THIS LOAN AGREEMENT (as amended, restated, replaced, supplemented or otherwise modified from time to time, this "Agreement"), dated as of December 1, 2016 (the "Execution Date"), by and between METLIFE HCMJV 1 REIT, LLC, a Delaware limited liability company, having an address at One MetLife Way, Whippany, NJ 07981-1449 (together with its successors and assigns, "Lender"), and BR ROSWELL, LLC, a Delaware limited liability company, having an address at c/o Bluerock Real Estate, LLC, 712 Fifth Avenue, 9th Floor, New York, NY 10019 ("Borrower").

Bluerock Residential Growth REIT, Inc. – Guaranty of Recourse Obligations (December 7th, 2016)

THIS GUARANTY OF RECOURSE OBLIGATIONS (this "Guaranty") is executed as of December 1, 2016, by BLUEROCK RESIDENTIAL GROWTH REIT, INC., a Maryland corporation ("Guarantor"), in favor of METLIFE HCMJV 1 REIT, LLC, a Delaware limited liability company ("Lender"), with reference to the following facts:

Bluerock Residential Growth REIT, Inc. – Unsecured Indemnity Agreement Defined Terms (December 7th, 2016)

and: MetLife HCMJV 1 REIT, LLC c/o MetLife Investment Advisors, LLC One MetLife Way Whippany, NJ 07981-1449 Attention: Associate General Counsel - MIM Unit Investments Law Re: Roswell City Walk Apartments Note: A Promissory Note dated as of the Execution Date executed by Borrower in favor of Lender in the amount of the Loan Security Instrument: A Deed to Secure Debt, Security Agreement and Fixture Filing dated as of the Execution Date, granted by Borrower to Lender securing repayment of the Note. The Security Instrument will be recorded in the records of the County in which the Property is located. Loan Agreement: A Loan Agreement dated as of the Execution Date by and between Borrower and Lender

Bluerock Residential Growth REIT, Inc. – Br Hawthorne Springhouse Jv, Llc Amended and Restated Limited Liability Company Agreement (December 7th, 2016)

This Amended and Restated Limited Liability Company Agreement (this "Agreement") is adopted, executed and agreed to effective on December 1, 2016, by and among BR Springhouse Managing Member, LLC, a Delaware limited liability company ("BR I"); BR Springhouse TRS, LLC, a Delaware limited liability company ("BR II"), and Carroll Co-Invest IV Roswell, LLC, a Georgia limited liability company ("Carroll Member"), as Members (together, the "Members"), and BR I, as Manager.

Bluerock Residential Growth REIT, Inc. – Assignment and Subordination of Management Agreement (December 7th, 2016)

THIS ASSIGNMENT AND SUBORDINATION OF MANAGEMENT AGREEMENT (this "Agreement") is made as of this 1st day of December, 2016, by Carroll Management Group, LLC, a Georgia limited liability company ("Manager"), and BR ROSWELL, LLC, a Delaware limited liability company ("Owner"), to and for the benefit of METLIFE HCMJV 1 REIT, LLC, a Delaware limited liability company ("MetLife"), with reference to the following facts and circumstances:

Bluerock Residential Growth REIT, Inc. – Limited Liability Company Agreement of Br Carroll Glenridge Jv Llc a Delaware Limited Liability Company Dated as of October 13, 2016 (October 19th, 2016)

THIS LIMITED LIABILITY COMPANY AGREEMENT of BR CARROLL GLENRIDGE JV LLC ("JV" or "Company") is made and entered into and is effective as of October 13, 2016, by and between BR Glenridge JV Member, LLC, a Delaware limited liability company ("Bluerock") and Carroll Co-Invest IV Glenridge, LLC, a Georgia limited liability company ("Carroll") (this "Agreement"). Capitalized terms used herein shall have the meanings ascribed to such terms in this Agreement.

Bluerock Residential Growth REIT, Inc. – MULTIFAMILY LOAN AND SECURITY AGREEMENT (Revised 7-12-2016) (October 19th, 2016)

Borrower: BR CARROLL GLENRIDGE, LLC, a Delaware limited liability company Lender: KEYBANK NATIONAL ASSOCIATION, a national banking association Date: As of October 13, 2016 Loan Amount: $48,431,000.00

Bluerock Residential Growth REIT, Inc. – PROPERTY MANAGEMENT AGREEMENT Dated as of October 13, 2016 Between BR CARROLL GLENRIDGE, LLC Owner and CARROLL MANAGEMENT GROUP, LLC Manager PROPERTY MANAGEMENT AGREEMENT (October 19th, 2016)

THIS PROPERTY MANAGEMENT AGREEMENT (this "Agreement") is made as of October 13, 2016 (the "Effective Date"), by and between BR CARROLL GLENRIDGE, LLC, a Delaware limited liability company ("Owner"), and CARROLL MANAGEMENT GROUP, LLC, a Georgia limited liability company ("Manager").

Bluerock Residential Growth REIT, Inc. – Limited Liability Company Agreement of Br Carroll Glenridge, Llc (October 19th, 2016)

THIS LIMITED LIABILITY COMPANY AGREEMENT of BR CARROLL GLENRIDGE, LLC, a Delaware limited liability company (the "Company"), as amended from time to time, (the "Agreement") is entered into among BR Carroll Glenridge JV, LLC, a Delaware limited liability company, the sole member of the Company (the "Member"), Michael L. Konig ("Springing Member 1"), and Jordan B. Ruddy ("Springing Member 2" and together with Springing Member 1, the "Springing Members").

Bluerock Residential Growth REIT, Inc. – GUARANTY MULTISTATE (Revised 8-16-2016) (October 19th, 2016)

THIS GUARANTY ("Guaranty") is entered into to be effective as of October 13, 2016, by BLUEROCK RESIDENTIAL GROWTH REIT, INC., a Maryland corporation, and CARROLL MULTIFAMILY REAL ESTATE FUND IV, LP, a Delaware limited partnership ("Guarantor", collectively if more than one), for the benefit of KEYBANK NATIONAL ASSOCIATION, a national banking association ("Lender").

Bluerock Residential Growth REIT, Inc. – Bluerock Residential Growth Reit, Inc. Articles Supplementary (October 12th, 2016)

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

Bluerock Residential Growth REIT, Inc. – Sixth Amendment to the Second Amended and Restated (October 12th, 2016)

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:

Bluerock Residential Growth REIT, Inc. – BLUEROCK RESIDENTIAL GROWTH REIT, INC. Class a Common Stock (Par Value $0.01 Per Share) at Market Issuance Sales Agreement (August 8th, 2016)

Bluerock Residential Growth REIT, Inc., a Maryland corporation (the "Company"), together with Bluerock Residential Holdings, L.P., a Delaware limited partnership (the "Operating Partnership" and together with the Company, the "Transaction Entities") and BRG Manager, LLC, a Delaware limited liability company (the "Manager") confirms its agreement (this "Agreement") with FBR Capital Markets & Co. ("FBR") (the "Agent") as follows:

Bluerock Residential Growth REIT, Inc. – Limited Liability Company Agreement of Br Carroll Tenside, Llc (July 20th, 2016)

THIS LIMITED LIABILITY COMPANY AGREEMENT of BR CARROLL TENSIDE, LLC, a Delaware limited liability company (the "Company"), as amended from time to time, (the "Agreement") is entered into by BR CARROLL TENSIDE JV, LLC, a Delaware limited liability company, the sole member of the Company (the "Member").

Bluerock Residential Growth REIT, Inc. – Guaranty of Non-Recourse Obligations (July 20th, 2016)

This GUARANTY OF NON-RECOURSE OBLIGATIONS (this "Guaranty"), dated as of July 14, 2016, 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. – Limited Liability Company Agreement of Br Carroll Tenside Jv, Llc a Delaware Limited Liability Company Dated as of July 14, 2016 (July 20th, 2016)

THIS LIMITED LIABILITY COMPANY AGREEMENT of BR CARROLL TENSIDE JV, LLC ("JV" or "Company") is made and entered into and is effective as of July 14, 2016, by and between BR Tenside JV Member, LLC, a Delaware limited liability company ("Bluerock") and Carroll Co-Invest IV Tenside, LLC, a Georgia limited liability company ("Carroll") (this "Agreement"). Capitalized terms used herein shall have the meanings ascribed to such terms in this Agreement.

Bluerock Residential Growth REIT, Inc. – MULTIFAMILY LOAN AND SECURITY AGREEMENT (NON-RECOURSE) BY AND BETWEEN BR CARROLL TENSIDE, LLC, a Delaware Limited Liability Company AND WALKER & DUNLOP, LLC, a Delaware Limited Liability Company DATED AS OF July 14, 2016 (July 20th, 2016)

ARTICLE 1 - DEFINITIONS; SUMMARY OF MORTGAGE LOAN TERMS 1 Section 1.01 Defined Terms. 1 Section 1.02 Schedules, Exhibits, and Attachments Incorporated. 1 ARTICLE 2 - GENERAL MORTGAGE LOAN TERMS 2 Section 2.01 Mortgage Loan Origination and Security. 2 (a) Making of Mortgage Loan. 2 (b) Security for Mortgage Loan. 2 (c) Protective Advances. 2 Section 2.02 Payments on Mortgage Loan. 2 (a) Debt Service Payments. 2 (b) Capitalization of Accrued But Unpaid Interest. 3 (c) Late Charges. 3 (d) Default Rate. 4 (e) Address for Payments. 5 (f) Application of Payments. 5 Section 2.03 Lockout/Prepayment. 5 (a) Prepayment; Prepayment Lockout; Prepayment Premium. 5 (b) Vol