Bluerock Residential Growth REIT, Inc. (NYSEMKT:BRG) Files An 8-K Unregistered Sales of Equity Securities

ITEM 3.02

As previously disclosedin the Form 8-Kfiled with the Securities
and Exchange Commission (the SEC) on October 31, 2017 by Bluerock
Residential Growth REIT, Inc. (the Company, we, us, or our), on
October 27, 2017, Bluerock REIT Operator, LLC, a Delaware limited
liability company and an indirect subsidiary of the Company,
entered into amended and restated employment agreements with each
of R. Ramin Kamfar (Mr. Kamfar), James G. Babb, III (Mr. Babb),
Ryan S. MacDonald (Mr. MacDonald), Jordan B. Ruddy (Mr. Ruddy),
and Christopher J. Vohs (Mr. Vohs), and an amended and
restatedservices agreement with Michael L. Konig (Mr. Konig)
through his wholly-owned law firm, Konig Associates, LLC, a New
Jersey limited liability company (KA), which agreements set forth
the terms and conditions (A) of (i) Mr. Kamfars service as our
Chief Executive Officer and Chairman of our board of directors
(the Kamfar Executive Agreement), (ii) Mr. Babbs service as our
Chief Investment Officer (the Babb Executive Agreement), (iii)
Mr. MacDonalds service as our Chief Acquisitions Officer (the
MacDonald Executive Agreement), (iv) Mr. Ruddys service as our
Chief Operating Officer and President (the Ruddy Executive
Agreement), and (v) Mr. Vohss service as our Chief Financial
Officer and Treasurer (the Vohs Executive Agreement), and (B)
under which Mr. Konig, through KA, will serve as our Chief Legal
Officer and Secretary (the Konig Services Agreement, and together
with the Kamfar Executive Agreement, the Babb Executive
Agreement, the MacDonald Executive Agreement, the Ruddy Executive
Agreement, and the Vohs Executive Agreement, the Executive
Agreements, and each an Executive Agreement). The Executive
Agreements became effective as of October 31, 2017.

to the Executive Agreements, each of Mr. Kamfar, Mr. Babb, Mr.
MacDonald, Mr. Ruddy, Mr. Vohs and KA is eligible to receive
certain annual equity grants of long-term incentive plan units
(LTIP Units) of the Companys operating partnership, Bluerock
Residential Holdings, L.P. (the Operating Partnership, and such
equity grants, collectively, the Executive Awards) to the
Companys Third Amended and Restated 2014 Equity Incentive Plan
for Individuals and Third Amended and Restated 2014 Equity
Incentive Plan for Entities (together, the Equity Incentive
Plans). The Executive Agreements provide that grants of Executive
Awards will be made annually on January 1 of each year during the
term thereof.

Grants of Executive Awards

On January 1, 2019, the Company granted the following Executive
Awards to each of Mr. Kamfar, Mr. Babb, Mr. MacDonald, Mr. Ruddy,
Mr. Vohs and KA under the Equity Incentive Plans:

Each such Executive Award is evidenced by an LTIP Unit Vesting
Agreement.

The LTIP Units granted as Executive Awards to each of Mr. Kamfar,
Mr. Babb, Mr. MacDonald, Mr. Ruddy, Mr. Vohs and KA were issued
in reliance upon exemptions from registration provided by Section
4(a)(2) of the Securities Act of 1933 and Regulation D thereunder
for transactions not involving any public offering. No general
solicitation or advertising occurredin connection with the
issuance and sale of these securities. Such LTIP Units may
convert to units of limited partnership interest in the Operating
Partnership (OP Units) upon reaching capital account equivalency
with the OP Units held by the Company, and may then be redeemed
for cash or, at the option of the Company and after a one year
holding period (including any period during which the LTIP Units
were held), settled in shares of the Companys Class A common
stock (the Class A Common Stock) on a one-for-one basis. From the
date of grant, holders of LTIP Units granted as Executive Awards
will be entitled to receive distribution equivalents at the time
distributions are paid to the holders of the Companys Class A
Common Stock; provided, that (i) solely with respect to LTIP
Units granted as part of Long Term Performance Awards,
distributions will be paid at a rate of ten percent (10%) of the
distributions otherwise payable with respect to such LTIP Units
until the last day of the three-year performance period (or the
date of forfeiture, if earlier); and (ii) with respect to each
LTIP Unit granted as part of a Long Term Performance Award that
becomes fully vested in accordance with the terms of the
applicable Executive Agreement, the holder will be entitled to
receive, as of the date of such vesting, a single cash payment
equal to the distributions payable with respect to each such LTIP
Unit back to the date of grant, minus the distributions already
paid on each such LTIP Unit in accordance with clause (i), in
each case subject to certain potential limitations on
distributions set forth in the limited partnership agreement of
our Operating Partnership.

Board Compensation

On January 1, 2019, the Company granted 6,836 LTIP Units to each
of I. Bobby Majumder, Brian D. Bailey, Elizabeth Harrison, and
Romano Tio, the non-employee members of the Companys board of
directors, in payment of the equity portion of their respective
annual retainers (such grants, collectively, the Director
Grants). The LTIP Units issued as Director Grants were issued to
the Individuals Plan. Each such Director Grant is evidenced by an
LTIP Unit Award Agreement.

The issuances of LTIP Units as Director Grants were made in
reliance upon exemptions from registration provided by Section
4(a)(2) of the Securities Act of 1933 and Regulation D thereunder
for transactions not involving any public offering. No general
solicitation or advertising occurredin connection with the
issuance and sale of these securities. Such LTIP Units were fully
vested upon issuance, and may convert to OP Units upon reaching
capital account equivalency with the OP Units held by the
Company, and may then be redeemed for cash or, at the option of
the Company and after a one year holding period (including any
period during which the LTIP Units were held),settled in shares
of the Companys Class A Common Stock on a one-for-one basis. From
the date of grant, holders of such LTIP Units will be entitled to
receive distribution equivalents at the time distributions are
paid to the holders of the Companys Class A Common Stock.

About Bluerock Residential Growth REIT, Inc. (NYSEMKT:BRG)

Bluerock Residential Growth REIT, Inc. is a real estate investment trust. The Company’s business consists of investing in and operating multifamily communities. The Company operates through real estate assets segment. Its businesses are conducted through its operating partnership, Bluerock Residential Holdings, L.P. Its principal business objective is to generate risk-adjusted investment returns by assembling a portfolio of apartment properties located in growth markets and by implementing its investment strategies to achieve sustainable long-term growth in both its funds from operations and net asset value. The Company’s portfolio consists of interests in over 20 properties (over 10 operating and approximately six development properties). Its other acquired properties include Springhouse, North Park Towers, Alexan CityCentre, ARIUM Grandewood, Alexan Southside Place, Cheshire Bridge, Sovereign, Flagler Village and Lake Boone Trail.