(f) Determination and Payment of Annual Incentive Bonus Awards for Fiscal Year 2020

As described in the Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2021 (the “Form 10-K”) by Bluerock Residential Growth REIT, Inc. (the “Company,” “we,” “us,” or “our”), pursuant to the respective employment or services agreement of each of the Company’s executive officers (collectively, the “Executive Agreements”), each such executive officer is entitled to payment of an annual incentive bonus for the fiscal year ended December 31, 2020 (each, a “2020 Annual Bonus,” and collectively, the “2020 Annual Bonuses”). As further described in the Form 10-K, the Compensation Committee uses the following criteria in determining the amount of the 2020 Annual Bonus for which each executive officer is eligible: (a) 75% is based upon the Company’s achievement, during the fiscal year ended December 31, 2020, of certain objective Company performance criteria and targets; and (b) the remaining 25% is based upon the Compensation Committee’s subjective evaluation of the performance of each such executive officer during such time period. As also described in the Form 10-K, in December 2019, each of the Company’s executive officers, other than Christopher J. Vohs (“Mr. Vohs”) and Michael DiFranco (“Mr. DiFranco”), executed a Fourth Side Letter to their Executive Agreement to reflect their prospective election to receive any 2020 Annual Bonus in the form of long-term incentive plan units (“LTIP Units”) of the Company’s operating partnership, Bluerock Residential Holdings, L.P. (the “Operating Partnership”), rather than in cash. (See “Compensation Discussion and Analysis—2020 Compensation Decisions—2020 Annual Cash Bonuses” on page 103 of the Form 10-K).

On March 25, 2021, the Compensation Committee approved payment of 2020 Annual Bonuses, based on the evaluation of the previously-established objective criteria and targets along with the subjective evaluation, to each of the Company’s executive officers in amounts equal to (A) 137.4% of the annual incentive bonus target amount as previously established by the Compensation Committee for each of the following executive officers of the Company: (i) R. Ramin Kamfar (“Mr. Kamfar”), (ii) Ryan S. MacDonald (“Mr. MacDonald”), (iii) Jordan B. Ruddy (“Mr. Ruddy”), and (iv) Mr. DiFranco; (B) 124.9% of the annual incentive bonus target amount as previously established by the Compensation Committee for Mr. Vohs and Michael L. Konig (“Mr. Konig”), through his wholly-owned law firm, Konig & Associates, LLC, a New Jersey limited liability company (“K&A”); and (C) 118.65% of the annual incentive bonus target amount as previously established by the Compensation Committee for James G. Babb, III (“Mr. Babb”). All references to Mr. Konig herein refer to Mr. Konig acting through K&A.

On March 25, 2021 (the “2020 Annual Bonus LTIP Date of Grant”), the Company granted 2020 Annual Bonuses, in each case, as a grant of equity incentive compensation (i) to each of Messrs. Kamfar, Babb, Ruddy and MacDonald under the Fourth Amended and Restated 2014 Equity Incentive Plan for Individuals (the “Individuals Plan”), and (ii) to Mr. Konig under the Company’s Fourth Amended and Restated 2014 Equity Incentive Plan for Entities (the “Entities Plan,” and together with the Individuals Plan, the “Plans”), in the form of LTIP Units, rather than in cash, in the following amounts: 48,939 LTIP Units to Mr. Kamfar; 34,339 LTIP Units to Mr. Babb; 36,705 LTIP Units to Mr. Ruddy; 39,763 LTIP Units to Mr. MacDonald; and 33,366 LTIP Units to Mr. Konig. The LTIP Units issued in payment of the 2020 Annual Bonus (i) to Mr. Kamfar will vest and become nonforfeitable on the first anniversary of the 2020 Annual Bonus LTIP Date of Grant, and (ii) to each of Messrs. Babb, Ruddy, MacDonald and Konig were fully-vested and nonforfeitable on the 2020 Annual Bonus LTIP Date of Grant, in each case subject to certain clawback and termination provisions. Such grant to Mr. Kamfar was evidenced by an LTIP Unit Vesting Agreement, and each such grant to each of Messrs. Babb, Ruddy, MacDonald and Konig was evidenced by an LTIP Unit Award Agreement. By mutual agreement of the Company and each of Messrs. Vohs and DiFranco, the 2020 Annual Bonuses payable to each of Messrs. Vohs and DiFranco will be paid on or before April 15, 2021, in each case in cash.

The LTIP Units granted as 2020 Annual Bonuses to each of Messrs. Kamfar, Babb, Ruddy, MacDonald and Konig 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 occurred in connection with the issuance and sale of such 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 our 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 Company’s Class A Common Stock.

All other compensation paid or earned by each of the Company’s named executive officers for the fiscal year ended December 31, 2020 was previously reported by the Company in the Summary Compensation Table beginning on page 110 of the Form 10-K. As of the filing of the Form 10-K, the 2020 Annual Bonuses had not been determined, and thus were not included in the Summary Compensation Table. In accordance with Item 5.02(f) of Form 8-K, the Company is providing a revised Summary Compensation Table, which includes the 2020 Annual Bonuses paid to each of our named executive officers and revised total compensation figures for 2020:

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Ramin Kamfar, Chief Executive Officer (the “CEO”):

The amount earned in 2020 by Mr. Ramin Kamfar, our Chief Executive Officer (the “CEO”) with respect to the 2020 Annual Bonus granted to him for the 2020 performance period was not calculable as of the date of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “Form 10-K”) because the final performance data for the 2020 performance period that determines the amount of the 2020 Annual Bonus earned was not available at that time. As permitted by Instruction 6 to Item 402(u) of Regulation S-K, we thus omitted the CEO pay ratio disclosure required by Item 402(u) of Regulation S-K from the Form 10-K, and have included the required CEO pay ratio disclosure in this Current Report on Form 8-K.

For 2020, our last completed fiscal year:

The annual total compensation is based on compensation earned from January 1, 2020 through December 31, 2020.

Based on this information, for 2020, the ratio of the annual total compensation of Mr. Kamfar, our Chief Executive Officer, to the median of the annual total compensation of all employees was estimated to be 21.92 to 1.

This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments, and estimates that we used were as follows: (a) we determined that, as of December 31, 2020, our employee population consisted of approximately 55 individuals, and (b) to identify the “median employee” from our employee population, we collected actual base salary and bonus earned (including, when applicable, any such amounts paid in Company equity), as well as any overtime paid during the period from January 1, 2020 through December 31, 2020.