Bluerock Residential Growth REIT, Inc. Contracts & Agreements

Separation and Distribution Agreement, dated as of October 5, 2022, by and among Bluerock Residential Growth REIT, Inc., Badger Parent LLC, Badger Holdco LLC, Bluerock Residential... (Filed With SEC on October 6, 2022)

Tax Matters Agreement, dated as of October 5, 2022, by and among Bluerock Residential Growth REIT, Inc., Badger Parent LLC, Badger Holdco LLC, Bluerock Residential Holdings, L.P.,... (Filed With SEC on October 6, 2022)

Thirteenth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated September 22, 2022 (Filed With SEC on September 22, 2022)

Notice of Renewal, dated August 5, 2022, of Administrative Services Agreement dated October 31, 2017, by and among Bluerock Real Estate, L.L.C., Bluerock Real Estate Holdings,... (Filed With SEC on August 8, 2022)

Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (Filed With SEC on March 11, 2022)

Agreement and Plan of Merger, dated as of December 20, 2021, by and among Bluerock Residential Growth REIT, Inc., Badger Parent LLC, and Badger Merger Sub LLC (Filed With SEC on December 21, 2021)

Notice of Renewal, dated August 4, 2021, of Administrative Services Agreement dated October 31, 2017, by and among Bluerock Real Estate, L.L.C., Bluerock Real Estate Holdings,... (Filed With SEC on August 5, 2021)

Description of Registrants Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (Filed With SEC on February 23, 2021)

Bluerock Residential Growth REIT, Inc. Fourth Amended and Restated 2014 Equity Incentive Plan for Individuals (Filed With SEC on September 11, 2020)

Bluerock Residential Growth REIT, Inc. Fourth Amended and Restated 2014 Equity Incentive Plan for Entities (Filed With SEC on September 11, 2020)

Notice of Renewal, dated August 4, 2020, of Administrative Services Agreement dated October 31, 2017, by and among Bluerock Real Estate, L.L.C., Bluerock Real Estate Holdings,... (Filed With SEC on August 10, 2020)

Description of Registrants Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (Filed With SEC on February 24, 2020)

Amendment No. 1 to Amended and Restated At Market Issuance Sales Agreement between and among Bluerock Residential Growth REIT, Inc., Bluerock Residential Holdings, L.P., B. Riley... (Filed With SEC on December 19, 2019)

Amended and Restated At Market Issuance Sales Agreement between and among Bluerock Residential Growth REIT, Inc., Bluerock Residential Holdings, L.P., B. Riley FBR, Inc., Robert... (Filed With SEC on November 21, 2019)

Dealer Manager Agreement by and among Bluerock Residential Growth REIT, Inc., Bluerock Residential Holdings, L.P. and Bluerock Capital Markets, LLC, dated November 13, 2019 (Filed With SEC on November 19, 2019)

Twelfth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated November 19, 2019 (Filed With SEC on November 19, 2019)

At Market Issuance Sales Agreement between and among Bluerock Residential Growth REIT, Inc., Bluerock Residential Holdings, L.P., and B. Riley FBR, Inc., dated September 13, 2019 (Filed With SEC on September 13, 2019)

Notice of Renewal, dated August 2, 2019, of Administrative Services Agreement dated October 31, 2017, by and among Bluerock Real Estate, L.L.C., Bluerock Real Estate Holdings,... (Filed With SEC on August 7, 2019)

Second Amendment to Purchase and Sale Agreement, dated as of July 15, 2019, by and among BR Carroll Keller Crossing, LLC, BR-TBR Lake Boone NC Owner, LLC, Tribridge Co-Invest 29... (Filed With SEC on July 19, 2019)

First Amendment to Purchase and Sale Agreement, between BR Carroll Phillips Creek Ranch, LLC and Carter-Haston Holdings, L.L.C, dated June 17, 2019 (Filed With SEC on June 21, 2019)

First Amendment to Purchase and Sale Agreement, between BR World Gateway, LLC and KRE Topaz Portfolio Investor, LLC, dated June 17, 2019 (Filed With SEC on June 21, 2019)

First Amendment to Purchase and Sale Agreement, between each of BR Carroll Keller Crossing, LLC, BR-TBR Lake Boone NC Owner, LLC and BR Preston View, LLC, and KRE Topaz Portfolio... (Filed With SEC on June 21, 2019)

Purchase and Sale Agreement, between BR Carroll Phillips Creek Ranch, LLC and Carter-Haston Holdings, L.L.C, dated June 17, 2019 (Filed With SEC on June 21, 2019)

Purchase and Sale Agreement, between BR World Gateway, LLC and KRE Topaz Portfolio Investor LLC, dated June 17, 2019 (Filed With SEC on June 21, 2019)

Purchase and Sale Agreement, between each of BR Carroll Keller Crossing, LLC, BR-TBR Lake Boone NC Owner, LLC and BR Preston View, LLC, and KRE Topaz Portfolio Investor LLC, dated... (Filed With SEC on June 21, 2019)

Employment Agreement, dated as of November 5, 2018, by and between Bluerock Residential Growth REIT, Inc., Bluerock Residential Holdings, L.P., Bluerock REIT Operator, LLC, and... (Filed With SEC on April 5, 2019)

Dealer Manager Agreement by and among Bluerock Residential Growth REIT, Inc., Bluerock Residential Holdings, L.P. and Bluerock Capital Markets, LLC, dated November 16, 2018 (Filed With SEC on November 19, 2018)

Warrant Agreement by and between Bluerock Residential Growth REIT, Inc., Computershare Inc. and Computershare Trust Company N.A., dated November 16, 2018 (Filed With SEC on November 19, 2018)

Eleventh Amendment to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated November 16, 2018 (Filed With SEC on November 19, 2018)

Bluerock Residential Growth REIT, Inc. Third Amended and Restated 2014 Equity Incentive Plan for Individuals (Filed With SEC on October 2, 2018)

Bluerock Residential Growth REIT, Inc. Third Amended and Restated 2014 Equity Incentive Plan for Entities (Filed With SEC on October 2, 2018)

Tenth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P. entered into as of August 6, 2018 (Filed With SEC on August 8, 2018)

Notice of Renewal, dated August 6, 2018, of Administrative Services Agreement dated October 31, 2017, by and among Bluerock Real Estate, L.L.C., Bluerock Real Estate Holdings,... (Filed With SEC on August 8, 2018)

Dealer Manager Agreement by and among Bluerock Residential Growth REIT, Inc., Bluerock Residential Holdings, L.P. and Bluerock Capital Markets, LLC, dated November 15, 2017 (Filed With SEC on November 20, 2017)

Warrant Agreement by and between Bluerock Residential Growth REIT, Inc., Computershare Inc. and Computershare Trust Company N.A., dated November 15, 2017 (Filed With SEC on November 20, 2017)

Ninth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated November 15, 2017 (Filed With SEC on November 20, 2017)

Stockholders Agreement, dated October 31, 2017, by and among Bluerock Residential Growth REIT, Inc. and Bluerock Real Estate, L.L.C., The Kachadurian Group, LLC, Konig &... (Filed With SEC on November 6, 2017)

Eighth Amendment to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated October 31, 2017 (Filed With SEC on November 6, 2017)

Administrative Services Agreement, dated October 31, 2017, by and among Bluerock Real Estate, L.L.C., Bluerock Real Estate Holdings, LLC, Bluerock Residential Growth REIT, Inc.,... (Filed With SEC on November 6, 2017)

Amended and Restated Employment Agreement, dated as of August 3, 2017, by and between Bluerock Residential Growth REIT, Inc., Bluerock Residential Holdings, L.P., Bluerock REIT... (Filed With SEC on November 6, 2017)

Amended and Restated Services Agreement, dated as of August 3, 2017, by and between Bluerock Residential Growth REIT, Inc., Bluerock Residential Holdings, L.P., Bluerock REIT... (Filed With SEC on November 6, 2017)

Bluerock Residential Growth REIT, Inc. Second Amended and Restated 2014 Equity Incentive Plan for Individuals (Filed With SEC on October 31, 2017)

Bluerock Residential Growth REIT, Inc. Second Amended and Restated 2014 Equity Incentive Plan for Entities (Filed With SEC on October 31, 2017)

Amended and Restated Employment Agreement, dated as of August 3, 2017, by and between Bluerock Residential Growth REIT, Inc., Bluerock Residential Holdings, L.P., Bluerock REIT... (Filed With SEC on October 31, 2017)

Amended and Restated Services Agreement, dated as of August 3, 2017, by and between Bluerock Residential Growth REIT, Inc., Bluerock Residential Holdings, L.P., Bluerock REIT... (Filed With SEC on October 31, 2017)

Form of Second Amended and Restated 2014 Equity Incentive Plan for Individuals (Filed With SEC on October 19, 2017)

Form of Second Amended and Restated 2014 Equity Incentive Plan for Entities (Filed With SEC on October 19, 2017)

Purchase and Sale Agreement by and between Bluerock Real Estate, L.L.C., CH Realty VII Carroll MF Orlando Hunters Creek, L.L.C., and CH Realty VII Carroll MF Orlando Metrowest,... (Filed With SEC on September 20, 2017)

Assignment of Purchase and Sale Agreement by and between Bluerock Real Estate, L.L.C. and Bluerock Residential Growth REIT, Inc., through its direct and indirect subsidiaries, BR... (Filed With SEC on September 20, 2017)

AMENDMENT NO. 1 TO CONTRIBUTION AND SALE AGREEMENT Dated as of August 9, 2017 By and Among BLUEROCK RESIDENTIAL GROWTH REIT, INC. a Maryland corporation BLUEROCK RESIDENTIAL... (Filed With SEC on August 15, 2017)

AMENDMENT TO DEALER MANAGER AGREEMENT BLUEROCK RESIDENTIAL GROWTH REIT,INC. (Filed With SEC on July 21, 2017)

AMENDMENT TO AMENDED AND RESTATEDWARRANT AGREEMENT BLUEROCK RESIDENTIAL GROWTH REIT,INC. and COMPUTERSHARE, INC. and COMPUTERSHARETRUST COMPANY N.A. (Filed With SEC on July 21, 2017)

SEVENTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BLUEROCK RESIDENTIAL HOLDINGS, L.P. DESIGNATION OF ADDITIONAL SERIES B REDEEMABLE... (Filed With SEC on July 21, 2017)

LIMITED LIABILITY COMPANY AGREEMENT OF BR CWS 2017 PortfolioJV, LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF MARCH 22, 2017 (Filed With SEC on May 8, 2017)

AGREEMENT OF PURCHASE AND SALE between BRE MF Crown Ridge LLC, BRE MF Canyon SpringsLLC, BRE MF Cascades I LLC, BRE MF Cascades II LLC, and BRE MF TPC LLC,as Sellers and CWS... (Filed With SEC on May 8, 2017)

FIRST AMENDMENT TO AGREEMENTOF PURCHASE AND SALE (Western Rim Portfolioin San Antonio and Tyler, Texas) (Filed With SEC on May 8, 2017)

ASSIGNMENT OF AGREEMENT OF PURCHASEAND SALE (Filed With SEC on May 8, 2017)

AMenDED ANDRESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BR ARCHCO MOREHEAD, LLC (Filed With SEC on February 22, 2017)

LIMITED LIABILITYCOMPANY AGREEMENT OF BR ARCHCO MOREHEAD MEZZ, LLC (Filed With SEC on February 22, 2017)

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BR ARCHCO MOREHEAD JV, LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF DECEMBER 29, 2016 (Filed With SEC on February 22, 2017)

SECOND Amendedand Restated LIMITED LIABILITYCOMPANY AGREEMENT OF BR MOREHEAD JV MEMBER, LLC (Filed With SEC on February 22, 2017)

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BR HENDERSON BEACH, LLC (Filed With SEC on February 22, 2017)

LIMITED LIABILITY COMPANY AGREEMENT OF BRG HENDERSON BEACH, LLC (Filed With SEC on February 22, 2017)

FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF BR VICKERS ROSWELL JV MEMBER, LLC (Filed With SEC on February 22, 2017)

FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF BR FLAGLER JV MEMBER, LLC (Filed With SEC on February 22, 2017)

FIRST AMENDMENT TO AMENDED & RESTATED LIMITED LIABILITYCOMPANY AGREEMENT OF BR PERIMETER JV MEMBER, LLC (Filed With SEC on February 22, 2017)

FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITYCOMPANY AGREEMENT OF BR BOCA JV MEMBER, LLC (Filed With SEC on February 22, 2017)

APPENDIX A (Filed With SEC on February 8, 2017)

4,000,000 Shares BLUEROCK RESIDENTIAL GROWTH REIT,INC. Class A Common Stock UNDERWRITING AGREEMENT (Filed With SEC on January 13, 2017)

LIMITED LIABILITY COMPANY AGREEMENT OF BEMT SPRINGHOUSE, LLC (Filed With SEC on December 7, 2016)

BR SPRINGHOUSE MANAGING MEMBER, LLC ASSIGNMENT OF MEMBERSHIPINTEREST (Filed With SEC on December 7, 2016)

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BR HAWTHORNE SPRINGHOUSE JV, LLC A DELAWARE LIMITED LIABILITY COMPANY (Filed With SEC on December 7, 2016)

LIMITED LIABILITY COMPANY AGREEMENT OF BR ROSWELL, LLC (Filed With SEC on December 7, 2016)

LOAN AGREEMENT Dated as of December 1, 2016 By and Between BR ROSWELL, LLC, as Borrower, and METLIFE HCMJV 1 REIT, LLC as Lender Property: Roswell City Walk Apartments 3000... (Filed With SEC on December 7, 2016)

PROMISSORY NOTE DEFINED TERMS (Filed With SEC on December 7, 2016)

DEED TO SECURE DEBT, SECURITY AGREEMENTAND FIXTURE FILING BY BR ROSWELL, LLC, a Delaware limited liability company, as Grantor TO METLIFEHCMJV 1 REIT, LLC, a Delaware limited... (Filed With SEC on December 7, 2016)

ASSIGNMENT AND SUBORDINATION OF MANAGEMENTAGREEMENT (Filed With SEC on December 7, 2016)

GUARANTY OF RECOURSE OBLIGATIONS (Filed With SEC on December 7, 2016)

ASSIGNMENT OF LEASES DEFINED TERMS (Filed With SEC on December 7, 2016)

UNSECURED INDEMNITY AGREEMENT DEFINED TERMS (Filed With SEC on December 7, 2016)

PROPERTY MANAGEMENT AGREEMENT dated as of December 1, 2016 between BR ROSWELL, LLC Owner and CARROLL MANAGEMENT GROUP, LLC Manager (Filed With SEC on December 7, 2016)

Saleof Roswell City Walk Apartments 3000Forrest Walk, Roswell, Georgia 30075 * * * Purchaseand Sale Agreement Between GGTLMI City Walk GA, LLC, a Delaware Limited Liability... (Filed With SEC on December 7, 2016)

FIRST AMENDMENT TO PURCHASE AND SALEAGREEMENT (Filed With SEC on December 7, 2016)

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (ROSWELL CITY WALK) (Filed With SEC on December 7, 2016)

THIRD AMENDMENT TO PURCHASE AND SALEAGREEMENT (Filed With SEC on December 7, 2016)

ASSIGNMENT OF PURCHASE AND SALE AGREEMENT (Filed With SEC on December 7, 2016)

INDENTURE OFTRUST between THE ATLANTA DEVELOPMENTAUTHORITY and THE BANK OF NEWYORK MELLON TRUST COMPANY, N.A., as Trustee (Filed With SEC on November 8, 2016)

LEASE AGREEMENT between THE ATLANTA DEVELOPMENT AUTHORITY and TEN SIDE HOLDINGS, LLC Dated as of December 1, 2009 (Filed With SEC on November 8, 2016)

UNITED STATES OF AMERICA STATE OF GEORGIA THE ATLANTA DEVELOPMENT AUTHORITY TAXABLE LEASE PURCHASE REVENUEBOND (TIVOLI TENSIDE PROJECT) SERIES 2009 (Filed With SEC on November 8, 2016)

BOND PLEDGE AND SECURITY AGREEMENT (Series 2009 Bonds) (Filed With SEC on November 8, 2016)

ALLONGE to Bond R-1 (Atlanta Development Authority Taxable Lease Purchase RevenueBond (Tivoli Tenside Project) Series2009 in the principal amount of$70 million and designated... (Filed With SEC on November 8, 2016)

ASSIGNMENT AND ASSUMPTION OF BOND DOCUMENTS (Filed With SEC on November 8, 2016)

ASSIGNMENT AND ASSUMPTION OFLEASE DOCUMENTS ————————··————Space Above This Line for Recorder’s Use ———————— (Filed With SEC on November 8, 2016)

LTIP UNIT VESTING AGREEMENT Under the Bluerock Residential Growth REIT,Inc. Amended and Restated 2014 Equity IncentivePlan for Entities (Filed With SEC on November 8, 2016)

SALE-PURCHASE AGREEMENT between RPG GLENRIDGE LLC, a Delaware limited liability company Seller, and CARROLL ACQUISITIONS, LLC, a Georgia limited liability company Purchaser.... (Filed With SEC on November 8, 2016)

FIRST AMENDMENT OF SALE-PURCHASE AGREEMENT (Filed With SEC on November 8, 2016)

SECOND AMENDMENT OF SALE-PURCHASE AGREEMENT (Filed With SEC on November 8, 2016)

LIMITED LIABILITY COMPANY AGREEMENT OF BRG GLENRIDGE, LLC (Filed With SEC on October 19, 2016)

LIMITED LIABILITY COMPANY AGREEMENT OF BR GLENRIDGE JV MEMBER, LLC (Filed With SEC on October 19, 2016)

LIMITED LIABILITY COMPANY AGREEMENT OF BR CARROLL GLENRIDGE JV LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF OCTOBER 13, 2016 (Filed With SEC on October 19, 2016)

LIMITED LIABILITY COMPANY AGREEMENT OF BR CARROLL GLENRIDGE, LLC (Filed With SEC on October 19, 2016)

2,700,000 Shares BLUEROCK RESIDENTIAL GROWTH REIT,INC. 7.125% Series D Cumulative PreferredStock UNDERWRITING AGREEMENT (Filed With SEC on October 12, 2016)

SIXTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BLUEROCK RESIDENTIAL HOLDINGS, L.P. DESIGNATION OF 7.125% SERIES D CUMULATIVE PREFERRED... (Filed With SEC on October 12, 2016)

BLUEROCK RESIDENTIAL GROWTH REIT, INC. 7.625% Series C Cumulative Redeemable PreferredStock (par value $0.01 per share) At Market Issuance Sales Agreement (Filed With SEC on September 14, 2016)

BLUEROCK RESIDENTIAL GROWTH REIT, INC. Class A Common Stock (par value $0.01 per share) At Market Issuance Sales Agreement (Filed With SEC on August 8, 2016)

LIMITED LIABILITY COMPANY AGREEMENTOF BRG TENSIDE, LLC (Filed With SEC on July 20, 2016)

LIMITED LIABILITY COMPANY AGREEMENTOF BR TENSIDE JV MEMBER, LLC (Filed With SEC on July 20, 2016)

LIMITED LIABILITY COMPANY AGREEMENT OF BR CARROLL TENSIDE JV, LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF JULY 14, 2016 (Filed With SEC on July 20, 2016)

LIMITED LIABILITY COMPANY AGREEMENTOF BR CARROLL TENSIDE, LLC (Filed With SEC on July 20, 2016)

AGREEMENT OF PURCHASE AND SALE (Filed With SEC on July 20, 2016)

assignmentAND ASSUMPTION of PURCHASE AGREEMENT (Filed With SEC on July 20, 2016)

2,000,000 Shares BLUEROCK RESIDENTIAL GROWTH REIT,INC. 7.625% Series C Cumulative RedeemablePreferred Stock UNDERWRITING AGREEMENT (Filed With SEC on July 18, 2016)

FIFTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BLUEROCK RESIDENTIAL HOLDINGS, L.P. DESIGNATION OF 7.625% SERIES C CUMULATIVE REDEEMABLE... (Filed With SEC on July 18, 2016)

MULTIFAMILY LOAN AND SECURITY AGREEMENT (NON-RECOURSE) BY AND BETWEEN BR CARROLL LANSBROOK, LLC, a Delawarelimited liability company AND WALKER & DUNLOP, LLC, a Delawarelimited... (Filed With SEC on July 11, 2016)

INTEREST RATE CAP RESERVE AND SECURITYAGREEMENT (Filed With SEC on July 11, 2016)

CONSOLIDATED, AMENDED AND RESTATEDMULTIFAMILY NOTE (Filed With SEC on July 11, 2016)

(Reserved) (Filed With SEC on July 11, 2016)

ASSIGNMENT OF MANAGEMENT AGREEMENT (Filed With SEC on July 11, 2016)

(Reserved) (Filed With SEC on July 11, 2016)

ENVIRONMENTAL INDEMNITY AGREEMENT (Filed With SEC on July 11, 2016)

GUARANTY OF NON-RECOURSE OBLIGATIONS (Filed With SEC on July 11, 2016)

FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF BR CARROLL LANSBROOK, LLC (Filed With SEC on July 11, 2016)

FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF BR CARROLL LANSBROOK JV, LLC (Filed With SEC on July 11, 2016)

MODIFICATION AGREEMENT (Filed With SEC on June 10, 2016)

400,000 Shares BLUEROCK RESIDENTIAL GROWTH REIT, INC. 8.250% Series A Cumulative RedeemablePreferred Stock AGENCY AGREEMENT (Filed With SEC on June 1, 2016)

BLUEROCK RESIDENTIAL GROWTH REIT, INC. 2016 STOCK AWARD AGREEMENT (Filed With SEC on May 10, 2016)

2,000,000 Shares BLUEROCK RESIDENTIAL GROWTH REIT, INC. 8.250% Series A Cumulative RedeemablePreferred Stock UNDERWRITING AGREEMENT (Filed With SEC on April 26, 2016)

BLUEROCK RESIDENTIAL GROWTH REIT, INC. 8.250% Series A Cumulative Redeemable PreferredStock (par value $0.01 per share) AtMarket Issuance Sales Agreement (Filed With SEC on March 29, 2016)

LOAN ASSUMPTION AND MORTGAGE MODIFICATION AGREEMENT ("Assumption Agreement") (Filed With SEC on March 21, 2016)

ENVIRONMENTALINDEMNITY AGREEMENT (Filed With SEC on March 21, 2016)

LIMITED RECOURSE GUARANTY (Filed With SEC on March 21, 2016)

MANAGEMENT AGREEMENT (Filed With SEC on March 21, 2016)

DECLARATIONOF RESTRICTIVE COVENANTS (Filed With SEC on March 21, 2016)

BLUEROCK RESIDENTIAL GROWTH REIT, INC. Up to $150,000,000 of Units, consisting of150,000 Shares of Series B Redeemable Preferred Stock, par value $.01 per share, and Warrants to... (Filed With SEC on March 1, 2016)

Bluerock Residential Growth REIT, Inc. and American Stock Transfer & Trust Company,LLC, as Warrant Agent (Filed With SEC on March 1, 2016)

SUBSCRIPTION ESCROW AGREEMENT (Filed With SEC on March 1, 2016)

THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BLUEROCK RESIDENTIAL HOLDINGS, L.P. DESIGNATION OF NEW SERIES B REDEEMABLE PREFERRED UNITS... (Filed With SEC on March 1, 2016)

REAL ESTATEPURCHASE AGREEMENT (Filed With SEC on February 26, 2016)

ASSIGNMENT OF RIGHTS (Henderson Beach, Destin, FL) (Filed With SEC on February 26, 2016)

BLUEROCK RESIDENTIAL GROWTH REIT, INC. STOCK AWARD AGREEMENT (Filed With SEC on February 24, 2016)

AMENDMENT TO STOCK AWARD AGREEMENT (Filed With SEC on February 24, 2016)

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF 23HUNDRED, LLC (Filed With SEC on February 24, 2016)

LIMITED LIABILITYCOMPANY AGREEMENT OF BRSOUTHSIDE Member, LLC A DELAWARE LIMITEDLIABILITY COMPANY (Filed With SEC on February 24, 2016)

LIMITED LIABILITYCOMPANY AGREEMENT OF BEMT BERRYHILL, LLC (Filed With SEC on February 24, 2016)

PURCHASEAND SALE AGREEMENT BETWEEN AHDURHAM APARTMENTS, LLC, aVirginia limited liability company ASSELLER, AND TRIBRIDGERESIDENTIAL, LLC, aGeorgia limited liability company... (Filed With SEC on February 24, 2016)

FIRSTAMENDMENT TO PURCHASEAND SALE AGREEMENT (Filed With SEC on February 24, 2016)

SECONDAMENDMENT TO PURCHASEAND SALE AGREEMENT (Filed With SEC on February 24, 2016)

THIRDAMENDMENT TO PURCHASEAND SALE AGREEMENT (Filed With SEC on February 24, 2016)

FOURTHAMENDMENT TO PURCHASEAND SALE AGREEMENT (Filed With SEC on February 24, 2016)

LIMITEDLIABILITY COMPANY AGREEMENT OF BRGDFW PORTFOLIO, LLC (Filed With SEC on February 24, 2016)

LIMITED LIABILITYCOMPANY AGREEMENT OF BR DFW PORTFOLIOJV MEMBER, LLC (Filed With SEC on February 24, 2016)

LIMITED LIABILITY COMPANY AGREEMENT OF BR CARROLL DFW PORTFOLIO JV, LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF OCTOBER 29, 2015 (Filed With SEC on February 24, 2016)

LIMITED LIABILITY COMPANY AGREEMENT OF BR CARROLL PHILLIPS CREEK RANCH, LLC (Filed With SEC on February 24, 2016)

LIMITED LIABILITY COMPANY AGREEMENT OF BR CARROLL PHILLIPS CREEK RANCH HOLDINGS,LLC (Filed With SEC on February 24, 2016)

LIMITED LIABILITY COMPANY AGREEMENT OF BR CARROLL KELLER CROSSING, LLC (Filed With SEC on February 24, 2016)

LIMITED LIABILITY COMPANY AGREEMENT OF BR CARROLL KELLER CROSSING HOLDINGS,LLC (Filed With SEC on February 24, 2016)

PROPERTY MANAGEMENT AGREEMENT dated as of October 29, 2015 between BR CARROLL PHILLIPS CREEK RANCH,LLC Owner and CARROLL MANAGEMENT GROUP, LLC Manager (Filed With SEC on February 24, 2016)

PROPERTY MANAGEMENT AGREEMENT dated as of October 29, 2015 between BR CARROLL KELLER CROSSING,LLC Owner and CARROLL MANAGEMENT GROUP, LLC Manager (Filed With SEC on February 24, 2016)

GUARANTY MULTISTATE (Revised 9-4-2015) (Filed With SEC on February 24, 2016)

LIMITED LIABILITY COMPANY AGREEMENT OF BR-TBR LAKE BOONE NC OWNER, LLC (Filed With SEC on December 24, 2015)

OPERATING AGREEMENT OF BR-TBR LAKE BOONE NC VENTURE, LLC (Filed With SEC on December 24, 2015)

LIMITED LIABILITYCOMPANY AGREEMENT OF BRLAKE BOONE JV Member, LLC A DELAWARE LIMITEDLIABILITY COMPANY (Filed With SEC on December 24, 2015)

LIMITED LIABILITY COMPANY AGREEMENT OF BRG LAKE BOONE NC, LLC (Filed With SEC on December 24, 2015)

CONTRIBUTION AGREEMENT (Filed With SEC on December 24, 2015)

DEVELOPMENT AGREEMENT (Filed With SEC on December 24, 2015)

BLUEROCK RESIDENTIAL GROWTH REIT, INC. Up to $150,000,000 of Units, consistingof 150,000 Shares of Series B Redeemable Preferred Stock, par value $.01 per share, and Warrants to... (Filed With SEC on December 22, 2015)

Bluerock Residential Growth REIT,Inc. and American Stock Transfer & Trust Company,LLC, as Warrant Agent (Filed With SEC on December 22, 2015)

SUBSCRIPTION ESCROW AGREEMENT (Filed With SEC on December 22, 2015)

SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BLUEROCK RESIDENTIAL HOLDINGS, L.P. DESIGNATION OF SERIES B REDEEMABLE PREFERRED UNITS... (Filed With SEC on December 22, 2015)

THIRD AMENDMENT TO MANAGEMENT AGREEMENT (Filed With SEC on November 17, 2015)

LIMITED LIABILITY COMPANY AGREEMENT OF BR CARROLL WORLD GATEWAY, LLC (Filed With SEC on November 12, 2015)

LIMITED LIABILITY COMPANY AGREEMENT OF BR CARROLL WORLD GATEWAY ORLANDO JV,LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF AUGUST 20, 2015 (Filed With SEC on November 12, 2015)

LIMITED LIABILITY COMPANY AGREEMENTOF BRG WORLD GATEWAY ORLANDO, LLC (Filed With SEC on November 12, 2015)

2,500,000 Shares BLUEROCK RESIDENTIAL GROWTH REIT, INC. 8.250% Series A Cumulative RedeemablePreferred Stock UNDERWRITING AGREEMENT (Filed With SEC on October 21, 2015)

FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BLUEROCK RESIDENTIAL HOLDINGS, L.P. DESIGNATION OF 8.25% SERIES A CUMULATIVE REDEEMABLE... (Filed With SEC on October 21, 2015)

ASSIGNMENT AGREEMENT (Filed With SEC on September 11, 2015)

PROMISSORY NOTE (Filed With SEC on August 25, 2015)

DEED OF TRUST AND SECURITY AGREEMENT AND FIXTURE FILING (Collateral is or includes fixtures.) Cover Sheet (Filed With SEC on August 25, 2015)

ASSIGNMENT OF LEASES AND RENTS Cover Sheet (Filed With SEC on August 25, 2015)

NOTE, DEED OF TRUST AND RELATED LOAN DOCUMENTS ASSIGNMENT, ASSUMPTION AND MODIFICATION AGREEMENT (Filed With SEC on August 25, 2015)

ENVIRONMENTALINDEMNITY Cover Sheet (Filed With SEC on August 25, 2015)

GUARANTY OF NON-RECOURSE CARVE-OUTS (Filed With SEC on August 25, 2015)

LETTER OF UNDERTAKING August 19, 2015 (Filed With SEC on August 25, 2015)

MANAGEMENT AGREEMENT (Filed With SEC on August 25, 2015)

ESTOPPEL AND AGREEMENT (Filed With SEC on August 25, 2015)

ASSIGNMENT OF PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (Filed With SEC on August 25, 2015)

BILL OF SALE AND ASSIGNMENT AND ASSUMPTION OF LEASES AND SERVICE CONTRACTS (Filed With SEC on August 25, 2015)

LIMITED LIABILITY COMPANY AGREEMENT OF BRG ASHTON NC, LLC (Filed With SEC on August 25, 2015)

LIMITED LIABILITY COMPANY AGREEMENT OF BR ASHTON I OWNER, LLC (Filed With SEC on August 25, 2015)

SECOND AMENDMENT TO MANAGEMENT AGREEMENT (Filed With SEC on August 12, 2015)

ASSIGNMENT OF RIGHTS (Ashton Reserve, Charlotte) (Filed With SEC on August 11, 2015)

PURCHASE AND SALE AGREEMENTAND ESCROW INSTRUCTIONS Between AR I BORROWER, LLC a Delaware limitedliability company (“Seller”) and BLUEROCK REAL ESTATE,L.L.C. a Delaware... (Filed With SEC on August 11, 2015)

LTIP UNIT VESTING AGREEMENT Under the Bluerock Residential GrowthREIT, Inc. Amended and Restated 2014 EquityIncentive Plan for Entities (Filed With SEC on July 9, 2015)

OPERATING AGREEMENT OF BR/CDP CB VENTURE, LLC (Filed With SEC on June 4, 2015)

LIMITED LIABILITY COMPANY AGREEMENT OF BRCHESHIRE Member, LLC A DELAWARELIMITED LIABILITY COMPANY (Filed With SEC on June 4, 2015)

LIMITED LIABILITY COMPANY AGREEMENT OF CB OWNER, LLC (Filed With SEC on June 4, 2015)

TENANCY IN COMMON AGREEMENT (Filed With SEC on June 4, 2015)

TIC MANAGEMENT AGREEMENT (Filed With SEC on June 4, 2015)

BR/CDPCHESHIRE BRIDGE TRUST AGREEMENT (Filed With SEC on June 4, 2015)

DEVELOPMENT AGREEMENT (Filed With SEC on June 4, 2015)

BLUEROCKRESIDENTIAL GROWTH REIT, INC. AMENDED AND RESTATED 2014 EQUITYINCENTIVE PLAN FOR INDIVIDUALS Effective May 28, 2015 ArticleI DEFINITIONS (Filed With SEC on May 29, 2015)

BLUEROCKRESIDENTIAL GROWTH REIT, INC. AMENDED AND RESTATED 2014 EQUITYINCENTIVE PLAN FOR ENTITIES Effective May 28, 2015 ArticleI DEFINITIONS (Filed With SEC on May 29, 2015)

OPERATING AGREEMENT OF BR-TBR WHETSTONE VENTURE, LLC (Filed With SEC on May 27, 2015)

LIMITED LIABILITY COMPANY AGREEMENT OF BRWHETSTONE Member, LLC A DELAWARE LIMITED LIABILITY COMPANY (Filed With SEC on May 27, 2015)

LIMITED LIABILITY COMPANY AGREEMENT OF BR-TBR WHETSTONE OWNER, LLC (Filed With SEC on May 27, 2015)

PROPERTY MANAGEMENT AGREEMENT (Filed With SEC on May 27, 2015)

BACKSTOP AGREEMENT (Filed With SEC on May 27, 2015)

LOAN AGREEMENT (Filed With SEC on May 27, 2015)

GUARANTY AGREEMENT (Filed With SEC on May 27, 2015)

ENVIRONMENTAL AND HAZARDOUS SUBSTANCESINDEMNITY AGREEMENT Property Commonly Known As "Whetstone Apartments" (Filed With SEC on May 27, 2015)

ASSIGNMENT OF LEASES AND RENTS (Filed With SEC on May 27, 2015)

DEED OF TRUST, ASSIGNMENT OF LEASESAND RENTS, SECURITY AGREEMENT AND FIXTURE FILING SECURING FUTURE ADVANCES [THIS DEED OF TRUST SECURES FUTURE ADVANCES] [COLLATERAL IS OR... (Filed With SEC on May 27, 2015)

PROMISSORY NOTE (Whetstone) (Filed With SEC on May 27, 2015)

5,520,000 Shares BLUEROCK RESIDENTIAL GROWTH REIT, INC. Class A Common Stock UNDERWRITING AGREEMENT (Filed With SEC on May 21, 2015)

PROPERTY MANAGEMENT AGREEMENT (Filed With SEC on May 14, 2015)

LEASEHOLDDEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT (This Document Serves as a Fixture Filingunder Section 9.502 of... (Filed With SEC on May 14, 2015)

Construction Loan Agreement among BR Bellaire Blvd, LLC, a Delaware limited liability company and Bank of America, NA., a national banking association as Administrative Agent and... (Filed With SEC on May 14, 2015)

DEED OF TRUST NOTE (Filed With SEC on May 14, 2015)

GROUND LEASE (Filed With SEC on May 14, 2015)

AGREEMENT OF PURCHASE AND SALE (Filed With SEC on April 1, 2015)

ASSIGNMENT OF AGREEMENT OF PURCHASE AND SALE (Filed With SEC on April 1, 2015)

TENANTS IN COMMON AGREEMENT (Filed With SEC on April 1, 2015)

LIMITED LIABILITY COMPANY AGREEMENT OF BR FOX HILLS TIC-1, LLC (Filed With SEC on April 1, 2015)

LIMITED LIABILITY COMPANY AGREEMENT OF BR FOX HILLS TIC-2, LLC (Filed With SEC on April 1, 2015)

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BELL BR WATERFORD CROSSING JV, LLC A DELAWARE LIMITED LIABILITY COMPANY (Filed With SEC on April 1, 2015)

MULTIFAMILY LOAN AND SECURITY AGREEMENT (NON-RECOURSE) BY AND BETWEEN BR FOX HILLS TIC-1, LLC, a Delawarelimited liability company AND BR FOX HILLS TIC-2, LLC, a Delawarelimited... (Filed With SEC on April 1, 2015)

GUARANTY OF NON-RECOURSE OBLIGATIONS (Filed With SEC on April 1, 2015)

MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (TEXAS) (Filed With SEC on April 1, 2015)

ASSIGNMENT OF SECURITY INSTRUMENT (Filed With SEC on April 1, 2015)

MULTIFAMILY NOTE (Filed With SEC on April 1, 2015)

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENTAGREEMENT (Filed With SEC on April 1, 2015)

ENVIRONMENTAL INDEMNITY AGREEMENT (Filed With SEC on April 1, 2015)

PROPERTY MANAGEMENT AGREEMENT (Filed With SEC on April 1, 2015)

ASSIGNMENT OF MANAGEMENT AGREEMENT (Filed With SEC on April 1, 2015)

PURCHASE AND SALE AGREEMENT (Filed With SEC on March 20, 2015)

AMENDMENT TO PURCHASE AND SALE AGREEMENT (Filed With SEC on March 20, 2015)

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (Filed With SEC on March 20, 2015)

PARTIAL ASSIGNMENT AND ASSUMPTION OF PURCHASEAND SALE AGREEMENT PHASE I PROPERTY (Filed With SEC on March 20, 2015)

LIMITED LIABILITY COMPANY AGREEMENT OF BR PARK & KINGSTON CHARLOTTE, LLC (Filed With SEC on March 20, 2015)

AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITYCOMPANY AGREEMENT OF 23HUNDRED, LLC (Filed With SEC on March 20, 2015)

MULTIFAMILY LOAN AND SECURITY AGREEMENT (NON-RECOURSE) BY AND BETWEEN BR PARK & KINGSTON CHARLOTTE, LLC AND CBRE MULTIFAMILY CAPITAL, INC. DATED AS OF MARCH 16, 2015 (Filed With SEC on March 20, 2015)

MULTIFAMILY NOTE (Park & Kingston Apartments) (Filed With SEC on March 20, 2015)

MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (NORTH CAROLINA) (Filed With SEC on March 20, 2015)

ASSIGNMENT OF MANAGEMENT AGREEMENT (Park & Kingston Apartments) (Filed With SEC on March 20, 2015)

ENVIRONMENTAL INDEMNITY AGREEMENT (Filed With SEC on March 20, 2015)

ASSIGNMENT OF COLLATERAL AGREEMENTS AND OTHER LOAN DOCUMENTS (Park & Kingston Apartments) (Filed With SEC on March 20, 2015)

Lock-up Agreement October 2, 2014 (Filed With SEC on March 4, 2015)

Lock-up Agreement January 13, 2015 (Filed With SEC on March 4, 2015)

REDEMPTION AGREEMENT (Filed With SEC on March 4, 2015)

CONTRIBUTION AND DISTRIBUTIONAGREEMENT (Filed With SEC on March 4, 2015)

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BR STONEHENGE 23HUNDRED JV, LLC A DELAWARE LIMITED LIABILITY COMPANY (Filed With SEC on March 4, 2015)

REDEMPTION AGREEMENT (Filed With SEC on March 4, 2015)

TENANCY IN COMMON AGREEMENT (Filed With SEC on March 4, 2015)

FOURTH AMENDMENT TO CONSTRUCTION LOANAGREEMENT (Filed With SEC on March 4, 2015)

REDEMPTIONAGREEMENT (Filed With SEC on March 4, 2015)

ASSUMPTION AGREEMENT (Filed With SEC on March 4, 2015)

LIMITED LIABILITY COMPANY AGREEMENT OF BRBERRY HILL MANAGING MEMBER II, LLC A DELAWARE LIMITEDLIABILITY COMPANY DATED AS OF DECEMBER9, 2014 (Filed With SEC on March 4, 2015)

PURCHASE AND SALE AGREEMENT BETWEEN EACH OF SH 23HUNDRED TIC, LLC a Tennessee limited liability company BGF 23HUNDRED, LLC a Delaware limited liability company AND 23HUNDRED, LLC... (Filed With SEC on March 4, 2015)

FIRST AMENDMENT PURCHASE AND SALE AGREEMENT (Filed With SEC on March 4, 2015)

SECOND AMENDMENT TO PURCHASE AND SALEAGREEMENT (Filed With SEC on March 4, 2015)

PURCHASE AND SALE AGREEMENT (Bell Hendersonville Apartments -Hendersonville,Tennessee) (Filed With SEC on March 4, 2015)

ASSUMPTION AND RELEASE AGREEMENT (Filed With SEC on March 4, 2015)

REDEMPTIONAGREEMENT (Filed With SEC on March 4, 2015)

TENANTS IN COMMON AGREEMENT (Filed With SEC on March 4, 2015)

AMENDED ANDRESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BELL BR WATERFORDCROSSING JV, LLC A DELAWARE LIMITEDLIABILITY COMPANY (Filed With SEC on March 4, 2015)

SECONDAMENDMENT TO MULTIFAMILY LOAN AND SECURITY AGREEMENT (Multipurpose) (Filed With SEC on March 4, 2015)

DEVELOPMENT AGREEMENT (Filed With SEC on March 4, 2015)

LIMITED LIABILITY COMPANY AGREEMENT OF BR BELLAIRE BLVD, LLC (Filed With SEC on March 4, 2015)

GUARANTY AGREEMENT (Filed With SEC on March 4, 2015)

OWNER-CONTRACTOR CONSTRUCTION AGREEMENT (WHERE THE BASIS FOR PAYMENT IS COSTOF THE WORK PLUS A FEE) (Filed With SEC on March 4, 2015)

CARROLL MANAGEMENTGROUP (Filed With SEC on March 4, 2015)

ASSIGNMENT OF MANAGEMENTAGREEMENT (Filed With SEC on March 4, 2015)

(Reserved) (Filed With SEC on March 4, 2015)

OPERATIONS AND MAINTENANCEAGREEMENT- MOISTURE MANAGEMENT PLAN (Filed With SEC on March 4, 2015)

INTEREST RATE CAP RESERVE AND SECURITYAGREEMENT (Filed With SEC on March 4, 2015)

ENVIRONMENTAL INDEMNITY AGREEMENT (Filed With SEC on March 4, 2015)

GUARANTY OF NON-RECOURSEOBLIGATIONS (Filed With SEC on March 4, 2015)

ASSIGNMENTOF SECURITY INSTRUMENT (MULTIFAMILYMORTGAGE, ASSIGNMENTOF LEASES ANDRENTS, SECURITY AGREEMENTAND FIXTURE FILING) (Filed With SEC on March 4, 2015)

CONSOLIDATED, AMENDED AND RESTATED MULTIFAMILYNOTE (Filed With SEC on March 4, 2015)

MULTIFAMILY LOAN AND SECURITY AGREEMENT (NON-RECOURSE) BY AND BETWEEN BR CARROLL ARIUM GRANDE LAKES OWNER, LLC, aDelaware limited liability company AND WALKER & DUNLOP, LLC, a... (Filed With SEC on March 4, 2015)

LIMITED LIABILITY COMPANY AGREEMENT OF BR CARROLL GRANDE LAKES JV,LLC A DELAWARE LIMITED LIABILITYCOMPANY DATED AS OF NOVEMBER 4, 2014 (Filed With SEC on March 4, 2015)

LIMITED LIABILITY COMPANYAGREEMENT OF BR CARROLL ARIUM GRANDE LAKESOWNER, LLC (Filed With SEC on March 4, 2015)

LIMITED LIABILITY COMPANYAGREEMENT OF BRG GRANDE LAKES, LLC (Filed With SEC on March 4, 2015)

4,000,000 Shares BLUEROCK RESIDENTIAL GROWTH REIT, INC. Class A Common Stock UNDERWRITING AGREEMENT (Filed With SEC on January 15, 2015)

2,639,517 Shares BLUEROCK RESIDENTIAL GROWTH REIT, INC. Class A Common Stock UNDERWRITING AGREEMENT (Filed With SEC on October 7, 2014)

LTIP UNIT VESTING AGREEMENT Under the Bluerock Residential GrowthREIT, Inc. 2014 Equity Incentive Plan for Entities (Filed With SEC on August 13, 2014)

AMENDED AND RESTATED LIMITED LIABILITY COMPANY/JOINT VENTURE AGREEMENT OF BR VG ANN ARBOR JV MEMBER, LLC A DELAWARE LIMITED LIABILITY COMPANY DATED EFFECTIVE AS OF April 2, 2014 (Filed With SEC on August 13, 2014)

SECOND AMENDED AND RESTATED OPERATINGAGREEMENT OF VILLAGE GREEN OF ANN ARBOR ASSOCIATES,LLC (Filed With SEC on August 13, 2014)

BR VG ANN ARBOR JV MEMBER, LLC ASSIGNMENT OF MEMBERSHIP INTEREST (Filed With SEC on August 13, 2014)

[Rest of this page intentionally leftblank; signatures on next page.] (Filed With SEC on August 13, 2014)

CONSENT AGREEMENT (Filed With SEC on August 13, 2014)

REINSTATMENT AND FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (Filed With SEC on May 15, 2014)

SECOND AMENDED AND RESTATED AGREEMENT OFLIMITED PARTNERSHIP OF BLUEROCK RESIDENTIAL HOLDINGS, L.P. (a Delaware limited partnership) (Filed With SEC on April 8, 2014)

MANAGEMENT AGREEMENT among Bluerock ResidentialGrowth REIT, Inc. Bluerock ResidentialHoldings, L.P. and BRG Manager, LLC Dated as of April 2,2014 (Filed With SEC on April 8, 2014)

INVESTMENT ALLOCATION AGREEMENT (Filed With SEC on April 8, 2014)

Pledge Agreement (Filed With SEC on April 8, 2014)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on April 8, 2014)

TAX PROTECTION AGREEMENT (Filed With SEC on April 8, 2014)

INDEMNIFICATION AGREEMENT (Filed With SEC on April 8, 2014)

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED ADVISORYAGREEMENT (Filed With SEC on April 8, 2014)

JOINDER BY AND AGREEMENT OF NEW INDEMNITOR (Filed With SEC on April 8, 2014)

INDEMNITY AGREEMENT (Filed With SEC on April 8, 2014)

ASSUMPTION AND RELEASE AGREEMENT (Guarantor Transfer) (Filed With SEC on April 8, 2014)

3,448,276 Shares BLUEROCK RESIDENTIAL GROWTH REIT, INC. Class A Common Stock UNDERWRITING AGREEMENT (Filed With SEC on April 1, 2014)

BLUEROCKRESIDENTIAL GROWTH REIT, INC. 2014 EQUITY INCENTIVE PLAN FOR INDIVIDUALS ARTICLEI DEFINITIONS (Filed With SEC on January 29, 2014)

BLUEROCKRESIDENTIAL GROWTH REIT, INC. 2014 EQUITY INCENTIVE PLANFOR ENTITIES ArticleI DEFINITIONS (Filed With SEC on January 29, 2014)

SECOND AMENDMENT TO LINE OF CREDIT ANDSECURITY AGREEMENT (Filed With SEC on November 18, 2013)

REPLACEMENT PROMISSORY NOTE (Filed With SEC on November 18, 2013)

MEMBERSHIP INTEREST PURCHASE AGREEMENT SALE OF BERRY HILL INTEREST FROM BEMT BERRY HILL, LLC TO BLUEROCK GROWTH FUND, LLC (Filed With SEC on November 18, 2013)

BR BERRY HILL MANAGING MEMBER, LLC FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (Filed With SEC on November 18, 2013)

BR BERRY HILL MANAGING MEMBER, LLC ASSIGNMENT OF MEMBERSHIP INTEREST (Filed With SEC on November 18, 2013)

MEMBERSHIP INTEREST PURCHASE AGREEMENT SALE OF BERRY HILL INTEREST FROM BEMT BERRY HILL, LLC TO BLUEROCK SPECIAL OPPORTUNITY + INCOMEFUND III, LLC (Filed With SEC on November 18, 2013)

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BR BERRY HILL MANAGING MEMBER, LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF AUGUST 29, 2013 (Filed With SEC on November 18, 2013)

BR BERRY HILL MANAGING MEMBER, LLC ASSIGNMENT OF MEMBERSHIP INTEREST (Filed With SEC on November 18, 2013)

THIRD AMENDMENT TO LINE OF CREDIT ANDSECURITY AGREEMENT (Filed With SEC on November 18, 2013)

REPLACEMENT PROMISSORY NOTE (Filed With SEC on November 18, 2013)

PURCHASEAND SALE AGREEMENT (BellHillsboro Village Apartments – Nashville, TN) (Filed With SEC on November 18, 2013)

SECURED PROMISSORY NOTE MODIFICATIONAGREEMENT (Filed With SEC on March 13, 2012)

SECURED PROMISSORY NOTE MODIFICATION AGREEMENT (Filed With SEC on November 14, 2011)

AMENDED AND RESTATED ADVISORY AGREEMENT AMONG BLUEROCK ENHANCED MULTIFAMILY TRUST, INC., BLUEROCK ENHANCED MULTIFAMILY HOLDINGS, LP, AND BLUEROCK ENHANCED MULTIFAMILY ADVISOR, LLC (Filed With SEC on May 16, 2011)

SECURED PROMISSORY NOTE (Filed With SEC on January 26, 2011)

PLEDGE AND SECURITY AGREEMENT (Filed With SEC on January 26, 2011)

State of TennesseeFHA Project No.:087-35247 DEED OF TRUST NOTE (Filed With SEC on October 20, 2010)

SECURED PROMISSORY NOTE MODIFICATIONAGREEMENT (Filed With SEC on August 13, 2010)

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BR CREEKSIDE MANAGING MEMBER, LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF MARCH 31, 2009 TABLE OF CONTENTS (Filed With SEC on May 17, 2010)

AMENDED AND RESTATED (Filed With SEC on May 17, 2010)

PROPERTY MANAGEMENT AGREEMENT (Filed With SEC on May 17, 2010)

BLUEROCKENHANCED MULTIFAMILY TRUST, INC. CODEOF ETHICS (Filed With SEC on March 31, 2010)

BLUEROCKENHANCED MULTIFAMILY TRUST, INC. WHISTLEBLOWERPOLICY (Filed With SEC on March 31, 2010)

BLUEROCKENHANCED MULTIFAMILY TRUST, INC. (Filed With SEC on March 31, 2010)

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