Exhibit 10.1

BLUEROCK RESIDENTIAL GROWTH REIT, INC.

SECOND AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN

FOR INDIVIDUALS

Effective October 26, 2017

Article I
DEFINITIONS

“ Affiliate ” means, with respect to any entity, any other entity, whether now or hereafter existing, which controls, is controlled by, or is under common control with, the first entity (including, but not limited to, joint ventures, limited liability companies and partnerships). For this purpose, the term “control” (including the correlative meanings of the terms “controlled by” and “under common control with”) shall mean ownership, directly or indirectly, of 50% or more of the total combined voting power of all classes of voting securities issued by such entity, or the possession, directly or indirectly, of the power to direct the management and policies of such entity, by contract or otherwise.

“ Agreement ” means a written agreement (including any amendment or supplement thereto) between the Company and a Participant specifying the terms and conditions of a Stock Award, an award of Performance Units, an Incentive Award, an Option, SAR or Other Equity-Based Award (including an LTIP Unit) granted to such Participant.

“ Board ” means the Board of Directors of the Company.

“ Cause ” has the same meaning as set forth in an employment, severance, change in control or similar agreement between the Participant and the Company or an Affiliate. If the Participant and the Company or an Affiliate are not parties to an employment, severance, change in control or similar agreement that defines the term “Cause,” then “Cause” means the Participant’s conviction of, or plea of guilty or nolo contendre to, a felony (excluding traffic-related felonies), or any financial crime involving the Company (including, but not limited to, fraud, embezzlement or misappropriation of Company assets) provided that the Board determines to terminate the Participant for Cause within sixty days after the Participant’s conviction or plea.

“ Change in Control ” means and includes each of the following:

(a)        The acquisition, either directly or indirectly, by any individual, entity or group (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act), of more than 50% of either (i) the then outstanding shares of Common Stock, taking into account as outstanding for this purpose such shares of Common Stock issuable upon the exercise of options or warrants, the conversion of convertible shares or debt, and the exercise of any similar right to acquire such Common Stock (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change in Control (i) any acquisition by the Company or any of its subsidiaries or by the Manager or any of its Affiliates, (ii) any acquisition by a trustee or other fiduciary holding the Company’s securities under an employee benefit plan sponsored or maintained by the Company or any of its Affiliates, (iii) any acquisition by an underwriter, initial purchaser or placement agent temporarily holding the Company’s securities pursuant to an offering of such securities or (iv) any acquisition by an entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the then Outstanding Company Common Stock.

(b)        Individuals who constitute Incumbent Directors at the beginning of any consecutive twelve month period, together with any new Incumbent Directors who become members of the Board during such twelve month period, cease to be a majority of the Board at the end of such twelve month period.

(c)       The consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company that requires the approval of the Company’s stockholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), in each case, unless following such Business Combination:

(i)        the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination, beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of members of the board of directors (or the analogous governing body) of the entity resulting from such Business Combination (the “Successor Entity”) (or, if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of sufficient voting securities to elect a majority of the members of the board of directors (or the analogous governing body) of the Successor Entity (the “Parent Company”));

(ii)       no Person (other than any employee benefit plan sponsored or maintained by the Successor Entity or the Parent Company) beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Successor Entity); and

(iii)       at least a majority of the members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Successor Entity) following the consummation of the Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination;

(d)       The direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries, taken as a whole, to any Person that is not a subsidiary of the Company.

In addition, if a Change in Control (as defined in clauses (a) through (d) above) constitutes a payment event with respect to any Option, SAR, Stock Award, Performance Unit, Incentive Award or Other Equity-Based Award that provides for the deferral of compensation and is subject to Section 409A of the Code, no payment will be made under that award on account of a Change in Control unless the event described in subsection (a), (b), (c) or (d) above, as applicable, constitutes a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5).

“ Code ” means the Internal Revenue Code of 1986, and any amendments thereto.

“ Committee ” means the Compensation Committee of the Board. Unless otherwise determined by the Board, the Committee shall consist solely of two or more non-employee members of the Board, each of whom is intended to qualify as a “non-employee director” as defined by Rule 16b-3 of the Exchange Act or any successor rule, an “outside director” for purposes of Section 162(m) of the Code (if awards under this Plan are subject to the deduction limitation of Section 162(m) of the Code) and an “independent director” under the rules of any exchange or automated quotation system on which the Common Stock is listed, traded or quoted ; provided, however , that any action taken by the Committee shall be valid and effective, whether or not the members of the Committee at the time of such action are later determined not to have satisfied the foregoing requirements or otherwise provided in any charter of the Committee. If there is no Compensation Committee, then “Committee” means the Board; and provided further that with respect to awards made to a member of the Board who is not an employee of the Company or an Affiliate of the Company, “Committee” means the Board.

“ Common Stock ” means the Class A common stock of the Company.

“ Company ” means Bluerock Residential Growth REIT, Inc., a Maryland corporation.

“ Control Change Date ” means the date on which a Change in Control occurs. If a Change in Control occurs on account of a series of transactions, the “Control Change Date” is the date of the last of such transactions on which the Change in Control occurs.

“ Corresponding SAR ” means an SAR that is granted in relation to a particular Option and that can be exercised only upon the surrender to the Company, unexercised, of that portion of the Option to which the SAR relates.

“ Dividend Equivalent Right ” means the right, subject to the terms and conditions prescribed by the Committee, of a Participant to receive (or have credited) cash, securities or other property in amounts equivalent to the cash, securities or other property dividends declared on shares of Common Stock with respect to specified Performance Units, an Other Equity-Based Award or Incentive Award of units denominated in shares of Common Stock or other Company securities, as determined by the Committee, in its sole discretion. The Committee shall provide that Dividend Equivalent Rights payable with respect to any such award that does not become nonforfeitable solely on the basis of continued employment or service shall be accumulated and distributed only when, and to the extent that, the underlying award is vested or earned. The Committee may provide that Dividend Equivalent Rights (if any) shall be deemed to have been reinvested in additional shares of Common Stock or otherwise reinvested.

“ Effective Date ” means May 28, 2015.

“ Entities Plan ” means the Bluerock Residential Growth REIT, Inc. Second Amended and Restated 2014 Equity Incentive Plan for Entities, effective October 26, 2017, and as further amended from time to time.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Fair Market Value ” means, on any given date, the reported “closing” price of a share of Common Stock on the New York Stock Exchange for such date or, if there is no closing price for a share of Common Stock on the date in question, the closing price for a share of Common Stock on the last preceding date for which a quotation exists. If, on any given date, the Common Stock is not listed for trading on the New York Stock Exchange, then Fair Market Value shall be the “closing” price of a share of Common Stock on such other exchange on which the Common

Stock is listed for trading for such date (or, if there is no closing price for a share of Common Stock on the date in question, the closing price for a share of Common Stock on the last preceding date for which such quotation exists) or, if the Common Stock is not listed on any exchange, the amount determined by the Committee using any reasonable method in good faith and in accordance with the regulations under Section 409A of the Code.

“ Good Reason ” has the same meaning as set forth in an employment, severance, change in control or similar agreement between the Participant and the Company or an Affiliate and the Participant’s resignation shall be with Good Reason only if the requirements for such resignation set forth in the employment, severance, change in control or similar agreement are satisfied. If the Participant and the Company or an Affiliate are not parties to an employment, severance, change in control or similar agreement that defines the term “Good Reason,” then “Good Reason means (a) the assignment to the Participant of duties or responsibilities that are substantially inconsistent with the Participant’s title at the Company or an Affiliate; (b) a material diminution in the Participant’s title, authority or responsibilities (other than changes in authority or responsibility in connection with the employment of a new executive or the promotion of another executive in either case commensurate with the growth of the Company); (c) a material reduction in the Participant’s annual base salary or annual or long-term incentive opportunities; or (d) a relocation (without the Participant’s written consent) of the Participant’s principal place of employment by more than thirty-five miles. A resignation shall not be with Good Reason pursuant to the preceding sentence unless the Participant gives the Company written notice of the grounds that the Participant contends constitute Good Reason, such notice is given within ninety days after the event, act or omission that the Participant contends constitutes Good Reason and the Company fails to cure such event, act or omission within thirty days after receipt of the Participant’s notice.

“ Incentive Award ” means an award awarded under Article XI which, subject to the terms and conditions prescribed by the Committee, entitles the Participant to receive a payment from the Company or an Affiliate of the Company.

“ Incumbent Directors ” means individuals elected to the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for Director without objection to such nomination) and whose election or nomination for election to the Board was approved by a vote of at least two-thirds of the directors serving on the Board at the time of the election or nomination, as applicable, shall be an Incumbent Director. No individual designated to serve as a director by a person who shall have entered into an agreement with the Company to effect a transaction described in Section 1.04(a) or Section 1.04(c) and no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors shall be an Incumbent Director.

“ Initial Value ” means, with respect to a Corresponding SAR, the option price per share of the related Option and, with respect to an SAR granted independently of an Option, the price per share of Common Stock as determined by the Committee on the date of grant; provided, however , that the price shall not be less than the Fair Market Value on the date of grant (or 110% of the Fair Market Value on the date of grant in the case of a Corresponding SAR that relates to an incentive stock option granted to a Ten Percent Shareholder). Except as provided in Article XII, without the approval of stockholders (a) the Initial Value of an outstanding SAR may not be reduced (by amendment, cancellation and new grant or otherwise) and (b) no payment shall be made in cancellation of an SAR without the approval of stockholders if, on the date of such amendment, cancellation, new grant or payment the Initial Value exceeds Fair Market Value.

“ LTIP Unit ” means an “LTIP Unit” as defined in the Operating Partnership’s partnership agreement. An LTIP Unit granted under this Plan represents the right to receive the benefits, payments or other rights in respect of an LTIP Unit set forth in that partnership agreement, subject to the terms and conditions of the applicable Agreement and that partnership agreement.

“ Manager ” means BRG Manager, LLC, a Delaware limited liability company and the Company’s external manager.

“ Nonemployee Director ” means a member of the Board who is not an employee of the Company, an Affiliate of the Company, the Manager or the Operating Partnership.

“ Offering ” means the initial public offering of Common Stock registered under the Securities Act of 1933, as amended.

“OP Units” means units of limited partnership interest of the Operating Partnership.

“ Operating Partnership ” means Bluerock Residential Holdings, L.P., a Delaware limited partnership and the Company’s operating partnership.

“ Option ” means a stock option that entitles the holder to purchase from the Company a stated number of shares of Common Stock at the price set forth in an Agreement.

“ Other Equity-Based Award ” means any award other than an Incentive Award, an Option, SAR, a Performance Unit award or a Stock Award which, subject to such terms and conditions as may be prescribed by the Committee, entitles a Participant to receive shares of Common Stock or rights or units valued in whole or in part by reference to, or otherwise based on, shares of Common Stock (including securities convertible into Common Stock) or other equity interests, including LTIP Units.

“ Participant ” means an employee or officer of the Company or an Affiliate of the Company, a member of the Board, or an individual who provides services to the Company or an Affiliate of the Company (including an individual who provides services to the Company or an Affiliate of the Company by virtue of employment with, or providing services to, the Manager or the Operating Partnership or an Affiliate of the Manager or Operating Partnership), and who satisfies the requirements of Article IV and is selected by the Committee to receive an award of Performance Units or a Stock Award, an Incentive Award, Option, SAR, Other Equity-Based Award or a combination thereof.

“ Performance Award ” means an Option, SAR, Stock Award, award of Performance Units, Incentive Award or Other Equity-Based Award (including an LTIP Unit) that is not a Time-Based Award.

“ Performance Units ” means an award, in the amount determined by the Committee, stated with reference to a specified or determinable number of shares of Common Stock, that in accordance with the terms of an Agreement entitles the holder to receive a payment for each specified unit equal to the value of an equal number of shares of Common Stock on the date of payment.

“ Plan ” means this Bluerock Residential Growth REIT, Inc. Second Amended and Restated 2014 Equity Incentive Plan for Individuals, as set forth herein and as further amended from time to time.

“ REIT ” means a real estate investment trust within the meaning of Sections 856 through 860 of the Code.

“ SAR ” means a stock appreciation right that in accordance with the terms of an Agreement entitles the holder to receive, with respect to each share of Common Stock encompassed by the exercise of the SAR, the excess, if any, of the Fair Market Value at the time of exercise over the Initial Value. References to “SARs” include both Corresponding SARs and SARs granted independently of Options, unless the context requires otherwise.

“ Stock Award ” means shares of Common Stock awarded to a Participant under Article VIII.

“ Ten Percent Shareholder ” means any individual owning more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of a “parent corporation” or “subsidiary corporation” (as such terms are defined in Section 424 of the Code) of the Company. An individual shall be considered to own any voting shares owned (directly or indirectly) by or for his or her brothers, sisters, spouse, ancestors or lineal descendants and shall be considered to own proportionately any voting shares owned (directly or indirectly) by or for a corporation, partnership, estate or trust of which such individual is a stockholder, partner or beneficiary.

“ Time-Based Award ” means an Option, SAR, Stock Award, award of Performance Units, Incentive Award or Other Equity-Based Award (including an LTIP Unit) that vests, is earned or becomes exercisable based solely on continued employment or service.

Article II
PURPOSES

This Plan is intended to assist the Company and its Affiliates in recruiting and retaining employees, trustees and other individuals who provide services to the Company or an Affiliate of the Company with ability and initiative by enabling such persons to participate in the future success of the Company and its Affiliates and to associate their interests with those of the Company and its stockholders. This Plan is intended to permit the grant of both Options qualifying under Section 422 of the Code (“incentive stock options”) and Options not so qualifying, and the grant of SARs, Stock Awards, Performance Units, Incentive Awards and Other Equity-Based Awards in accordance with this Plan and any procedures that may be established by the Committee. No Option that is intended to be an incentive stock option shall be invalid for failure to qualify as an incentive stock option.

Article III
ADMINISTRATION

This Plan shall be administered by the Committee. The Committee shall have authority to grant SARs, Stock Awards, Performance Units, Incentive Awards, Options and Other Equity-Based Awards upon such terms (not inconsistent with the provisions of this Plan), as the Committee may consider appropriate. Such terms may include conditions (in addition to those contained in this Plan), on the exercisability of all or any part of an Option or SAR or on the transferability or forfeitability of a Stock Award, an award of Performance Units, an Incentive Award or an Other Equity-Based Award. Notwithstanding any such conditions or any provision of the Plan the Committee may, in its discretion, accelerate the time at which any Option or SAR may be exercised, or the time at which a Stock Award or Other Equity-Based Award may become transferable or nonforfeitable or the time at which an Other Equity-Based Award, an Incentive Award or an award of Performance Units may be settled in connection with an involuntary termination of employment or service (including, but not limited to death or disability). Options, SARs, Stock Awards, Performance Units, Incentive Awards and Other Equity-Based Awards (including LTIP Units) for up to five percent of the aggregate number of shares of Common Stock authorized for issuance under the Plan pursuant to Section 5.02 may be granted or awarded by the Committee without regard to the minimum vesting requirements of Sections 6.06, 7.04, 8.02, 9.02, 10.02 and 11.02. In addition, the Committee shall have complete authority to interpret all provisions of this Plan; to prescribe the form of Agreements; to adopt, amend, and rescind rules and regulations pertaining to the administration of this Plan (including rules and regulations that require or allow Participants to defer the payment of benefits under this Plan); and to make all other determinations necessary or advisable for the administration of this Plan.

The Committee’s determinations under this Plan (including without limitation, determinations of the individuals to receive awards under this Plan, the form, amount and timing of such awards, the terms and provisions of such awards and the Agreements) need not be uniform and may be made by the Committee selectively among individuals who receive, or are eligible to receive, awards under this Plan, whether or not such persons are similarly situated. The express grant in this Plan of any specific power to the Committee with respect to the administration or interpretation of this Plan shall not be construed as limiting any power or authority of the Committee with respect to the administration or interpretation of this Plan. Any decision made, or action taken, by the Committee in connection with the administration of this Plan shall be final and conclusive. The members of the Committee shall not be liable for any act done in good faith with respect to this Plan or any Agreement, Option, SAR, Incentive Award, Stock Award, Other Equity-Based Award or award of Performance Units. All expenses of administering this Plan shall be borne by the Company.

Article IV
ELIGIBILITY

Any employee of the Company or an Affiliate of the Company (including a trade or business that becomes an Affiliate of the Company after the adoption of this Plan) and any member of the Board is eligible to participate in this Plan. In addition, any other individual who

provides services to the Company or an Affiliate of the Company (including an individual who provides services to the Company or an Affiliate of the Company by virtue of employment with, or providing services to, the Manager or the Operating Partnership or an Affiliate of the Manager or the Operating Partnership) is eligible to participate in this Plan if the Committee, in its sole reasonable discretion, determines that the participation of such individual is in the best interest of the Company.

Article V
COMMON SHARES SUBJECT TO PLAN

Upon the award of Common Stock pursuant to a Stock Award, an Other Equity-Based Award or in settlement of an Incentive Award or an award of Performance Units, the Company may deliver (and shall deliver if required under an Agreement) to the Participant shares of Common Stock from its authorized but unissued Common Shares. Upon the exercise of any Option or SAR, the Company may deliver, to the Participant (or the Participant’s broker if the Participant so directs), shares of Common Stock from its authorized but unissued Common Shares.

(a)       The maximum aggregate number of shares of Common Stock that may be issued under this Plan (pursuant to Options, SARs, Stock Awards or Other Equity-Based Awards and the settlement of Incentive Awards and Performance Units granted on or after the Effective Date) together with the number of shares of Common Stock issued under the Entities Plan (pursuant to Options, SARs, Stock Awards or Other Equity-Based Awards and the settlement of Incentive Awards and Performance Units granted under the Entities Plan on or after the Effective Date) is equal to 1,550,000 shares. Other Equity-Based Awards that are LTIP Units shall reduce the maximum aggregate number of Common Shares that may be issued under this Plan and the Entities Plan on a one-for-one basis, i.e., the grant of each LTIP Unit shall be treated as an award of a share of Common Stock.

(b)       The maximum number of shares of Common Stock that may be issued under this Plan and the Entities Plan in accordance with Section 5.02(a) shall be subject to adjustment as provided in Article XII.

(c)       The maximum number of shares of Common Stock that may be issued upon the exercise of Options that are incentive stock options or Corresponding SARs that are related to incentive stock options shall be determined in accordance with Sections 5.02(a) and 5.02(b).

(d)       A Nonemployee Director may not be granted Options, SARs, Stock Awards, Performance Units, Other Equity-Based Awards or Incentive Awards in any calendar year with respect to more than 40,000 shares of Common Stock.

(e)       Shares of Common Stock issued under this Plan and the Entities Plan pursuant to Options, SARs, Stock Awards or Other Equity-Based Awards and the settlement of Incentive Awards and Performance Units granted before the Effective Date shall be issued pursuant to the

terms of the Plan and the Entities Plan as in effect before the Effective Date and shall not affect or reduce the number of shares of Common Stock that may be issued in accordance with Section 5.02(a).

If, on or after the Effective Date, any award or grant under this Plan or the Entities Plan (including LTIP Units and awards or grants made before the Effective Date) expires, is forfeited or is terminated without having been exercised or is paid in cash without a requirement for the delivery of Common Stock, then any shares of Common Stock covered by such lapsed, cancelled, expired, unexercised or cash-settled portion of such award or grant and any forfeited, lapsed, cancelled or expired LTIP Units shall be available for the grant of other Options, SARs, Stock Awards, Other Equity-Based Awards and settlement of Incentive Awards and Performance Units under this Plan or the Entities Plan. Any shares of Common Stock tendered or withheld on or after the Effective Date to satisfy the grant or exercise price or tax withholding obligation pursuant to any award under this Plan or the Entities Plan shall not be available for future grants or awards. If shares of Common Stock are issued in settlement of an SAR granted under this Plan or the Entities Plan, the number of shares of Common Stock available under this Plan and the Entities Plan shall be reduced by the number of shares of Common Stock for which the SAR was exercised rather than the number of shares of Common Stock issued in settlement of the SAR. To the extent permitted by applicable law or the rules of any exchange on which the Common Stock is listed for trading, shares of Common Stock issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by the Company or any Affiliate of the Company shall not reduce the number of shares of Common Stock available for issuance under this Plan and the Entities Plan.

Article VI
OPTIONS

In accordance with the provisions of Articles III and IV, the Committee will designate each individual to whom an Option is to be granted and will specify the number of shares of Common Stock covered by such awards and the terms and conditions of such awards.

The price per share of Common Stock purchased on the exercise of an Option shall be determined by the Committee on the date of grant, but shall not be less than the Fair Market Value on the date the Option is granted. Notwithstanding the preceding sentence, the price per share of Common Stock purchased on the exercise of any Option that is an incentive stock option granted to an individual who is a Ten Percent Shareholder on the date such option is granted, shall not be less than one hundred ten percent (110%) of the Fair Market Value on the date the Option is granted. Except as provided in Article XII, without the approval of stockholders (a) the price per share of Common Stock of an outstanding Option may not be reduced (by amendment, cancellation and new grant or otherwise) and (b) no payment shall be made in

cancellation of an Option if on the date of such amendment, cancellation, replacement grant or payment the Option Price exceeds Fair Market Value.

The maximum period in which an Option may be exercised shall be determined by the Committee on the date of grant except that no Option shall be exercisable after the expiration of ten years from the date such Option was granted. In the case of an incentive stock option granted to a Participant who is a Ten Percent Shareholder on the date of grant, such Option shall not be exercisable after the expiration of five years from the date of grant. The terms of any Option may provide that it is exercisable for a period less than such maximum period.

An Option granted under this Plan may be transferred only in accordance with this Section 6.04. An Option granted under this Plan may be transferred by will or the laws of descent and distribution. To the extent permitted by the Agreement relating to an Option, an Option that is not an incentive stock option may be transferred by a Participant during the Participant’s lifetime but only to a member of the Participant’s immediate family (child, stepchild, grandchild, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law) or one or more trusts, partnerships or other entities in which such persons have more than 50% of the beneficial interests. The holder of an Option transferred pursuant to this Section 6.04 shall be bound by the same terms and conditions that governed the Option during the period it was held by the Participant. If an Option is transferred (by the Participant or the Participant’s transferee), such Option and any Corresponding SAR must be transferred to the same person or persons or entity or entities.

Incentive stock options may only be granted to employees of the Company or its “parent” and “subsidiaries” (as such terms are defined in Section 424 of the Code). For purposes of determining the applicability of Section 422 of the Code (relating to incentive stock options), or in the event that the terms of any Option provide that it may be exercised only during employment or continued service or within a specified period of time after termination of employment or continued service, the Committee may decide to what extent leaves of absence for governmental or military service, illness, temporary disability, or other reasons shall not be deemed interruptions of continuous employment or service.

Subject to the provisions of this Plan and the applicable Agreement, an Option may be exercised in whole at any time or in part from time to time at such times and in compliance with such requirements as the Committee shall determine; provided, however , that (subject to the provisions of Article III) no Option may become exercisable before the first anniversary of its grant or the date of the Participant’s death or disability or as provided in Section 15.01 or Section 15.02. In addition, incentive stock options (granted under this Plan and all plans of the Company

and its “parents” and “subsidiaries” (as such terms are defined in Section 424 of the Code)) may not be first exercisable in a calendar year for Common Shares having a Fair Market Value (determined as of the date an Option is granted) exceeding $100,000. An Option granted under this Plan may be exercised with respect to any number of whole shares of Common Stock less than the full number for which the Option could be exercised. A partial exercise of an Option shall not affect the right to exercise the Option from time to time in accordance with this Plan and the applicable Agreement with respect to the remaining shares of Common Stock subject to the Option. The exercise of an Option shall result in the termination of any Corresponding SAR to the extent of the number of shares of Common Stock with respect to which the Option is exercised.

Subject to rules established by the Committee and unless otherwise provided in an Agreement, payment of all or part of the Option price may be made in cash, certified check, by tendering shares of Common Stock, by attestation of ownership of shares of Common Stock, by a broker-assisted cashless exercise or in such other form or manner acceptable to the Committee. If shares of Common Stock are used to pay all or part of the Option price, the sum of the cash and cash equivalent and the Fair Market Value (determined on the date of exercise) of the Common Stock so surrendered or other consideration paid must not be less than the Option price of the shares for which the Option is being exercised.

No Participant shall have any rights as a stockholder with respect to shares of Common Stock subject to an Option until the date of exercise of such Option.

A Participant may not sell or dispose of more than fifty percent of the shares of Common Stock acquired pursuant to an Option before the earlier of (i) the first anniversary of the exercise of the Option or (ii) the date the Participant is no longer employed by or providing services to the Company, an Affiliate of the Company, the Manager and the Operating Partnership. A Participant shall notify the Company of any sale or other disposition of shares of Common Stock acquired pursuant to an Option that was an incentive stock option if such sale or disposition occurs (i) within two years of the grant of an Option or (ii) within one year of the issuance of the Common Stock to the Participant. Such notice shall be in writing and directed to the Secretary of the Company.

Article VII
SARS

In accordance with the provisions of Articles III and IV, the Committee will designate each individual to whom SARs are to be granted and will specify the number of shares of Common Stock covered by such awards and the terms and conditions of such awards. No Participant may be granted Corresponding SARs (under this Plan and all plans of the Company

and its “parents” and “subsidiaries” (as such terms are defined in Section 424 of the Code)) that are related to incentive stock options which are first exercisable in any calendar year for shares of Common Stock having an aggregate Fair Market Value (determined as of the date the related Option is granted) that exceeds $100,000.

The term of each SAR shall be determined by the Committee on the date of grant, except that no SAR shall have a term of more than ten years from the date of grant. In the case of a Corresponding SAR that is related to an incentive stock option granted to a Participant who is a Ten Percent Shareholder on the date of grant, such Corresponding SAR shall not be exercisable after the expiration of five years from the date of grant. The terms of any SAR may provide that it has a term that is less than such maximum period.

An SAR granted under this Plan may be transferred only in accordance with this Section 7.03. An SAR granted under this Plan may be transferred by will or the laws of descent and distribution. To the extent permitted by the Agreement relating to an SAR, an SAR that is not related to an incentive stock option may be transferred by a Participant during the Participant’s lifetime but only to a member of the Participant’s immediate family (child, stepchild, grandchild, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law) or one or more trusts, partnerships or other entities in which such persons have more than 50% of the beneficial interests. The holder of an SAR transferred pursuant to this Section 7.03 shall be bound by the same terms and conditions that governed the SAR during the period it was held by the Participant. If a Corresponding SAR is transferred (by the Participant or the Participant’s transferee), such Corresponding SAR and the related Option must be transferred to the same person or persons or entity or entities.

Subject to the provisions of this Plan and the applicable Agreement, an SAR may be exercised in whole at any time or in part from time to time at such times and in compliance with such requirements as the Committee shall determine; provided, however , that (subject to the provisions of Article III) no SAR may become exercisable before the first anniversary of its grant or the date of the Participant’s death or disability or as provided in Section 15.01 or Section 15.02. In addition, a Corresponding SAR that is related to an incentive stock option may be exercised only to the extent that the related Option is exercisable and only when the Fair Market Value exceeds the option price of the related Option. An SAR granted under this Plan may be exercised with respect to any number of whole shares less than the full number for which the SAR could be exercised. A partial exercise of an SAR shall not affect the right to exercise the SAR from time to time in accordance with this Plan and the applicable Agreement with respect to the remaining shares of Common Stock subject to the SAR. The exercise of a Corresponding SAR shall result in the termination of the related Option to the extent of the number of shares of Common Stock with respect to which the SAR is exercised.

If the terms of any SAR provide that it may be exercised only during employment or continued service or within a specified period of time after termination of employment or continued service, the Committee may decide to what extent leaves of absence for governmental or military service, illness, temporary disability or other reasons shall not be deemed interruptions of continuous employment or service.

At the Committee’s discretion, the amount payable as a result of the exercise of an SAR may be settled in cash, shares of Common Stock, or a combination of cash and Common Stock. No fractional share of Common Stock will be deliverable upon the exercise of an SAR but a cash payment will be made in lieu thereof.

No Participant shall, as a result of receiving an SAR, have any rights as a stockholder of the Company or any Affiliate of the Company until the date that the SAR is exercised and then only to the extent that the SAR is settled by the issuance of Common Stock.

A Participant may not sell or dispose of more than fifty percent of the shares of Common Stock acquired pursuant to an SAR before the earlier of (i) the first anniversary of the exercise of the SAR or (ii) the date the Participant is no longer employed by or providing services to the Company, an Affiliate of the Company, the Manager or the Operating Partnership.

Article VIII
STOCK AWARDS

In accordance with the provisions of Articles III and IV, the Committee will designate each individual to whom a Stock Award is to be made and will specify the number of shares of Common Stock covered by such awards and the terms and conditions of such awards.

The Committee, on the date of the award, shall prescribe that a Participant’s rights in a Stock Award shall be forfeitable or otherwise restricted for a period of time or subject to such conditions as may be set forth in the Agreement. Subject to the provisions of Article III, the period in which the shares of Common Stock covered by a Stock Award are forfeitable or otherwise restricted shall not end before the first anniversary of the grant of the Stock Award, the date of the Participant’s death or disability or as provided in Section 15.01 or Section 15.02. By way of example and not of limitation, the Committee may prescribe that a Participant’s rights in a Stock Award shall be forfeitable or otherwise restricted subject to the attainment of objectives stated with reference to the business of the Company or an Affiliate of the Company or a

business unit’s attainment of objectives stated with respect to performance criteria established by the Committee.

In the event that the terms of any Stock Award provide that shares may become transferable and nonforfeitable thereunder only after completion of a specified period of employment or continuous service, the Committee may decide in each case to what extent leaves of absence for governmental or military service, illness, temporary disability, or other reasons shall not be deemed interruptions of continuous employment or service.

Unless otherwise specified in accordance with the applicable Agreement, while the shares of Common Stock granted pursuant to the Stock Award may be forfeited or are nontransferable, a Participant will have all rights of a stockholder with respect to a Stock Award, including the right to receive dividends and vote the shares of Common Stock; provided, however , that (i) dividends payable on shares of Common Stock subject to a Stock Award that does not become nonforfeitable solely on the basis of continued employment or service shall be accumulated and paid, without interest, when and to the extent that the underlying Stock Award becomes nonforfeitable; (ii) a Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of shares of Common Stock granted pursuant to a Stock Award, (iii) the Company shall retain custody of any certificates representing shares of Common Stock granted pursuant to a Stock Award, and (iv) the Participant will deliver to the Company a stock power, endorsed in blank, with respect to each Stock Award. The limitations set forth in the preceding sentence shall not apply after the shares of Common Stock granted under the Stock Award are transferable and are no longer forfeitable.

A Participant may not sell or dispose of more than fifty percent of the shares of Common Stock acquired under a Stock Award before the earlier of (i) the first anniversary of the date that the Stock Award became nonforfeitable and (ii) the date the Participant is no longer employed by or providing services to the Company, an Affiliate of the Company, the Manager or the Operating Partnership.

Article IX
PERFORMANCE UNIT AWARDS

In accordance with the provisions of Articles III and IV, the Committee will designate each individual to whom an award of Performance Units is to be made and will specify the number of shares of Common Stock covered by such awards and the terms and conditions of such awards. The Committee also will specify whether Dividend Equivalent Rights are granted in conjunction with the Performance Units.

The Committee, on the date of the grant of an award, shall prescribe that the Performance Units will be earned, and the Participant will be entitled to receive payment pursuant to the award of Performance Units, only upon the satisfaction of performance objectives or such other criteria as may be prescribed by the Committee. Subject to the provisions of Article III, the period in which Performance Units will be earned shall not end before the first anniversary of the grant of the Performance Units, the date of the Participant’s death or disability or as provided in Section 15.01 or Section 15.02.

In the discretion of the Committee, the amount payable when an award of Performance Units is earned may be settled in cash, by the issuance of shares of Common Stock, by the grant of an Other Equity-Based Award (including LTIP Units), by the delivery of other securities or property or a combination thereof. A fractional share of Common Stock shall not be deliverable when an award of Performance Units is earned, but a cash payment will be made in lieu thereof. The amount payable when an award of Performance Units is earned shall be paid in a lump sum.

A Participant, as a result of receiving an award of Performance Units, shall not have any rights as a stockholder until, and then only to the extent that, the award of Performance Units is earned and settled in shares of Common Stock. After an award of Performance Units is earned and settled in Common Stock, a Participant will have all the rights of a stockholder of the Company.

Any rights or restrictions with respect to the ability of the holder of any Performance Unit granted under this Plan to transfer such Performance Unit shall be set forth in the Agreement relating to such grant; provided, however , that Performance Units may be transferred by will or the laws of descent and distribution.

In the event that the terms of any Performance Unit award provide that no payment will be made unless the Participant completes a stated period of employment or continued service, the Committee may decide to what extent leaves of absence for government or military service, illness, temporary disability, or other reasons shall not be deemed interruptions of continuous employment or service.

A Participant may not sell or dispose of more than fifty percent of the shares of Common Stock issued in settlement of Performance Units before the earlier of (i) the first anniversary of the date the shares were issued to the Participant or (ii) the date the Participant is no longer

employed by or providing services to the Company, an Affiliate of the Company, the Manager or the Operating Partnership.

Article X
OTHER EQUITY-BASED AWARDS

In accordance with the provisions of Articles III and IV, the Committee will designate each individual to whom an Other Equity-Based Award is to be made and will specify the number of shares of Common Stock or other equity interests (including LTIP Units) covered by such awards and the terms and conditions of such awards; provided, however , that the grant of LTIP Units must satisfy the requirements of the partnership agreement of the Operating Partnership as in effect on the date of grant. The Committee also will specify whether Dividend Equivalent Rights are granted in conjunction with the Other Equity-Based Award.

The Committee, at the time an Other Equity-Based Award is made, shall specify the terms and conditions which govern the award. The terms and conditions of an Other Equity-Based Award may prescribe that a Participant’s rights in the Other Equity-Based Award shall be forfeitable, nontransferable or otherwise restricted for a period of time or subject to such other conditions as may be determined by the Committee, in its discretion and set forth in the Agreement. Subject to the provisions of Article III, the period in which such award shall be forfeitable, nontransferable or otherwise restricted shall not end before the first anniversary of the grant of the Other Equity-Based Award, the date of the Participant’s death or disability or as provided in Section 15.01 or Section 15.02. Other Equity-Based Awards may be granted to Participants, either alone or in addition to other awards granted under this Plan, and Other Equity-Based Awards may be granted in the settlement of other Awards granted under this Plan.

Other Equity-Based Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, shall be payable or settled in shares of Common Stock, cash or a combination of Common Stock and cash, as determined by the Committee in its discretion; provided, however , that any shares of Common Stock that are issued on account of the conversion of LTIP Units into shares of Common Stock shall not reduce the number of shares of Common Stock available for issuance under the Plan or the Entities Plan. Other Equity-Based Awards denominated as equity interests other than shares of Common Stock may be paid or settled in shares or units of such equity interests or cash or a combination of both as determined by the Committee in its discretion.

If the terms of any Other Equity-Based Award provides that it may be earned or exercised only during employment or continued service or within a specified period of time after termination of employment or continued service, the Committee may decide to what extent

leaves of absence for governmental or military service, illness, temporary disability or other reasons shall not be deemed interruptions of continuous employment or service.

Any rights or restrictions with respect to the ability of the holder of an Other Equity-Based Award (including LTIP Units) granted under this Plan to transfer such Other Equity-Based Award (including LTIP Units) shall be set forth in the Agreement relating to such grant; provided, however , that an Other Equity-Based Award (including LTIP Units) may be transferred by will or the laws of descent and distribution.

A Participant, as a result of receiving an Other Equity-Based Award, shall not have any rights as a stockholder until, and then only to the extent that, the Other Equity-Based Award is earned and settled in shares of Common Stock.

A Participant may not sell or dispose of more than fifty percent of the shares of Common Stock or other equity interests (including LTIP Units) covered by an Other Equity-Based Award before the earlier of (i) the first anniversary of the date that such shares or interests become nonforfeitable and (ii) the date the Participant is no longer employed or providing services to the Company, an Affiliate of the Company, the Manager or the Operating Partnership.

Article XI
INCENTIVE AWARDS

In accordance with the provisions of Articles III and IV, the Committee will designate each individual to whom an Incentive Award is to be made and will specify the terms and conditions of such award. The Committee also will specify whether Dividend Equivalent Rights are granted in conjunction with the Incentive Award.

The Committee, at the time an Incentive Award is made, shall specify the terms and conditions that govern the award.  Such terms and conditions may prescribe that the Incentive Award shall be earned only to the extent that the Participant, the Company or an Affiliate of the Company, during a performance period of at least one year, achieves objectives stated with reference to one or more performance measures or criteria prescribed by the Committee. A goal or objective may be expressed on an absolute basis or relative to the performance of one or more similarly situated companies or a published index. When establishing goals and objectives, the Committee may exclude any or all special, unusual, and/or extraordinary items as determined under U.S. generally accepted accounting principles including, without limitation, the charges or costs associated with restructurings of the Company, discontinued operations, other unusual or

non-recurring items, and the cumulative effects of accounting changes. The Committee may also adjust the performance goals for any Incentive Award as it deems equitable in recognition of unusual or non-recurring events affecting the Company, changes in applicable tax laws or accounting principles, or such other factors as the Committee may determine. Such terms and conditions also may include other limitations on the payment of Incentive Awards including, by way of example and not of limitation, requirements that the Participant complete a specified period of employment or service with the Company or an Affiliate of the Company or that the Company, an Affiliate of the Company, or the Participant attain stated objectives or goals (in addition to those prescribed in accordance with the preceding sentence) as a prerequisite to payment under an Incentive Award.  

Any rights or restrictions with respect to the ability of the holder of an Incentive Award granted under this Plan to transfer such Incentive Award shall be set forth in the Agreement relating to such grant; provided, however , that an Incentive Award may be transferred by will or the laws of descent and distribution.

If the terms of an Incentive Award provide that a payment will be made thereunder only if the Participant completes a stated period of employment or continued service the Committee may decide to what extent leaves of absence for governmental or military service, illness, temporary disability or other reasons shall not be deemed interruptions of continuous employment or service.

An Incentive Award that is earned shall be settled with a single lump sum payment which may be in cash, shares of Common Stock, an Other Equity-Based Award (including LTIP Units) or a combination thereof, as determined by the Committee.

No Participant shall, as a result of receiving an Incentive Award, have any rights as a stockholder of the Company or an Affiliate of the Company until the date that the Incentive Award is settled and then only to the extent that the Incentive Award is settled by the issuance of shares of Common Stock.

A Participant may not sell or dispose of more than fifty percent of the shares of Common Stock issued in settlement of an Incentive Award until the earlier of (i) the first anniversary of the date the shares were issued to the Participant or (ii) the date the Participant is no longer employed by or providing services to the Company, an Affiliate of the Company, the Manager or the Operating Partnership.

Article XII
ADJUSTMENT UPON CHANGE IN COMMON SHARES

The maximum number of shares of Common Stock as to which Options, SARs, Performance Units, Incentive Awards, Stock Awards and Other Equity-Based Awards may be granted under this Plan and the Entities Plan, the grant limitation applicable to Nonemployee Directors and the terms of outstanding Stock Awards, Options, SARs, Incentive Awards, Performance Units and Other Equity-Based Awards granted under this Plan and the Entities Plan, shall be adjusted as the Board determines is equitably required in the event that (i) the Company (a) effects one or more nonreciprocal transactions between the Company and its shareholders such as a share dividend, extra-ordinary cash dividend, share split-up, subdivision or consolidation of Common Stock that affects the number or kind of shares of Common Stock (or other securities of the Company) or the Fair Market Value (or the value of other Company securities) and causes a change in the Fair Market Value of the shares of Common Stock subject to outstanding awards or (b) engages in a transaction to which Section 424 of the Code applies or (ii) there occurs any other event which, in the judgment of the Board necessitates such action. Any determination made under this Article XII by the Board shall be nondiscretionary, final and conclusive.

The issuance by the Company of any class of Common Stock, or securities convertible into any class of Common Stock, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of Common Stock or obligations of the Company convertible into such Common Stock or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the maximum number of shares of Common Stock as to which Options, SARs, Performance Units, Incentive Awards, Stock Awards and Other Equity-Based Awards may be granted under this Plan and the Entities Plan, the grant limitation applicable to Nonemployee Directors or the terms of outstanding Stock Awards, Incentive Awards, Options, SARs, Performance Units or Other Equity-Based Awards under this Plan and the Entities Plan.

The Committee may make Stock Awards and may grant Options, SARs, Performance Units, Incentive Awards or Other Equity-Based Awards under this Plan and under the Entities Plan in substitution for performance shares, phantom shares, share awards, stock options, share appreciation rights, or similar awards held by an individual who becomes an employee of the Company or an Affiliate of the Company in connection with a transaction described in the first paragraph of this Article XII. Notwithstanding any provision of this Plan and the Entities Plan, the terms of such substituted Stock Awards, SARs, Other Equity-Based Awards, Options or Performance Units granted under this Plan or the Entities Plan shall be as the Committee, in its discretion, determines is appropriate.

Article XIII
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES

No Option or SAR shall be exercisable, no Common Stock shall be issued, no certificates for shares of Common Stock shall be delivered, and no payment shall be made under this Plan except in compliance with all applicable federal, state and foreign laws and regulations

(including, without limitation, withholding tax requirements), any listing agreement to which the Company is a party, and the rules of all stock exchanges on which the Common Stock may be listed. The Company shall have the right to rely on an opinion of its counsel as to such compliance. Any certificate issued to represent Common Stock when a Stock Award is granted, a Performance Unit, Incentive Award or Other Equity-Based Award is settled or for which an Option or SAR is exercised may bear such legends and statements as the Committee may deem advisable to assure compliance with federal, state and foreign laws and regulations. No Option or SAR shall be exercisable, no Stock Award or Performance Unit shall be granted, no Common Stock shall be issued, no certificate for Common Stock shall be delivered, and no payment shall be made under this Plan until the Company has obtained such consent or approval as the Committee may deem advisable from regulatory bodies having jurisdiction over such matters.

Article XIV
GENERAL PROVISIONS

Neither the adoption of this Plan, its operation, nor any documents describing or referring to this Plan (or any part thereof), shall confer upon any individual or entity any right to continue in the employ or service of the Company or an Affiliate of the Company or in any way affect any right and power of the Company or an Affiliate of the Company to terminate the employment or service of any individual or entity at any time with or without assigning a reason therefor.

This Plan, insofar as it provides for grants, shall be unfunded, and the Company shall not be required to segregate any assets that may at any time be represented by grants under this Plan. Any liability of the Company to any person with respect to any grant under this Plan shall be based solely upon any contractual obligations that may be created pursuant to this Plan. No such obligation of the Company shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company.

Headings are given to the articles and sections of this Plan solely as a convenience to facilitate reference. The reference to any statute, regulation, or other provision of law shall be construed to refer to any amendment to or successor of such provision of law.

All awards made under this Plan are intended to comply with, or otherwise be exempt from, Section 409A of the Code (“Section 409A”), after giving effect to the exemptions in Treasury Regulation sections 1.409A-1(b)(3) through (b)(12). This Plan and all Agreements shall be administered, interpreted and construed in a manner consistent with Section 409A. Nevertheless, the tax treatment of the benefits provided under this Plan or any Agreement is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors or trustees, officers, employees or advisors (other than in his or her individual capacity as a Participant with respect to his or her individual liability for taxes, interest, penalties or other

monetary amounts) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant or any other taxpayer as a result of the Plan or any Agreement. If any provision of this Plan or any Agreement is found not to comply with, or otherwise not be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Committee and without requiring the Participant’s consent, in such manner as the Committee determines to be necessary or appropriate to comply with, or effectuate an exemption from, Section 409A. Each payment under an award granted under this Plan shall be treated as a separate identified payment for purposes of Section 409A.

If a payment obligation under an award or an Agreement arises on account of the Participant’s termination of employment and such payment obligation constitutes “deferred compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation sections 1.409A-1(b)(3) through (b))12)), it shall be payable only after the Participant’s “separation from service” (as defined under Treasury Regulation section 1.409A-1(h)); provided, however , that if the Participant is a “specified employee” (as defined under Treasury Regulation section 1.409A-1(i)) then, subject to any permissible acceleration of payment by the Committee under Treasury Regulation Section 1.409A-3(j)(4)(ii) (domestic relations orders), Treasury Regulation Section 1.409A-3(j)(4)(iii) (conflicts of interest) or Treasury Regulation Section 1.409A-3(j)(4)(iv) (payment of employment taxes) any such payment that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Participant’s separation from service or, if earlier, within fifteen days after the appointment of the personal representative or executor of the Participant’s estate following the Participant’s death.

Each Participant shall be responsible for satisfying any income, employment and other tax withholding obligations attributable to participation in this Plan. Unless otherwise provided by the Agreement, any such withholding tax obligations may be satisfied in cash (including from any cash payable in settlement of an award of Performance Units, SARs or Other Equity-Based Award) or a cash equivalent acceptable to the Committee. Except to the extent prohibited by Treasury Regulation Section 1.409A-3(j), any minimum statutory federal, state, district, city or foreign withholding tax obligations also may be satisfied (a) by surrendering to the Company shares of Common Stock previously acquired by the Participant; (b) by authorizing the Company to withhold or reduce the number of shares of Common Stock otherwise issuable to the Participant upon the exercise of an Option or SAR, the settlement of a Performance Unit award, Incentive Award or an Other Equity-Based Award (if applicable) or the grant or vesting of a Stock Award; or (c) by any other method as may be approved by the Committee. If shares of Common Stock are used to pay all or part of such withholding tax obligation, the Fair Market Value of the Common Stock surrendered, withheld or reduced shall be determined as of the date of surrender, withholding or reduction and the number of shares of Common Stock which may be withheld, surrendered or reduced shall be limited to the number of shares of Common Stock which have a Fair Market Value on the date of withholding, surrender or reduction equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for tax purposes that are applicable to such supplemental taxable income.

This Plan shall be interpreted and construed in a manner consistent with the Company’s status as a REIT. No award shall be granted or awarded, and with respect to any award granted under this Plan, such award shall not vest, be exercisable or be settled (i) to the extent that the grant, vesting, exercise or settlement could cause the Participant or any other person to be in violation of the share ownership limit or any other limitation on ownership or transfer prescribed by the Company’s charter, or (ii) if, in the discretion of the Committee, the grant, vesting, exercise or settlement of the award could impair the Company’s status as a REIT.

No Participant may make an election under Section 83(b) of the Code with respect to the grant of any award, the vesting of any award, the settlement of any award or the issuance of Common Stock under the Plan without the consent of the Company, which the Company may grant or withhold in its sole discretion.

Each Option, SAR, Stock Award, Performance Unit Award, Incentive Award and Other Equity-Based Award (including an LTIP Unit) granted under the Plan is subject to the condition that the Company may require that such award be returned, and that any payment made with respect to such award must be repaid, if (a) such action is required under the terms of any Company recoupment or “clawback” policy as in effect on the date that the award was granted or (b) such award or payment made with respect to any award is, or in the future becomes, subject to any law, rule, requirement or regulation which imposes mandatory recoupment or forfeiture, under circumstances set forth in such law, rule, requirement or regulation; provided, however , that such clawback shall not be duplicative of any clawback required under clause (a).

Article XV
CHANGE IN CONTROL

Each Time-Based Award that is outstanding on a Control Change Date and that is not assumed or replaced with a substitute award in accordance with Section 15.02 shall be fully vested, earned or exercisable as of the Control Change Date.

The Committee, in its discretion and without the need of a Participant’s consent, may provide that a Time-Based Award that becomes vested, earned or exercisable under this Section 15.01 may be cancelled in exchange for a payment. The payment may be in cash, Common Stock or other securities or consideration received by stockholders in the Change in Control Transaction. With respect to each Time-Based Award that becomes vested, earned or exercisable under this Section 15.01, the payment shall be an amount that is substantially equal to (i) the amount by which the price per share received by stockholders in the Change in Control for each share of Common Stock exceeds the option price or Initial Value in the case of an

Option and SAR or (ii) for each vested share of Common Stock subject to a Stock Award, Performance Unit or Other Equity-Based Award, the price per share received by stockholders for Common Stock and (iii) the value of the other securities or property in which the Performance Unit or Other Equity-Based Award is denominated and vested. Notwithstanding any contrary provision of this Section 15.01, if the option price or Initial Value exceeds the price per share of Common Stock received by stockholders in the Change in Control transaction, the Option or SAR may be cancelled without any payment to the Participant.

Each Performance Award that is outstanding on a Control Change Date must be assumed by, or a substitute award granted by, the Successor Entity (or if applicable, the Parent Company) in the Change in Control. Such assumed or substituted award shall be of the same type of award as the original Performance Award being assumed or replaced. The assumed or substituted award shall have a value, as of the Control Change Date, that is substantially equal to the value of the original Performance Award (or the difference between the Fair Market Value and the option price or Initial Value in the case of Options and SARs) as the Committee determines is equitably required. Except as provided in the following sentence, the assumed or substituted award shall have the same vesting terms and conditions as the original Performance Award being assumed or replaced; provided, however , that the performance objectives and measures of the original Performance Award being assumed or replaced shall be adjusted as the Committee determines is equitably required. Notwithstanding the preceding sentence, the assumed or substituted award shall be vested, earned or exercisable on the last day of the Participant’s employment or service with the Company, the Successor Entity or any Affiliate of the Company or the Successor Entity, with respect to a pro rata number of shares or other securities subject to the award based on the extent to which the performance or other objectives are achieved as of the date of the Participant’s termination of employment or service with the Company, the Successor Entity or any Affiliate of the Company or the Successor Entity if (i) such employment or service ends (a) on account of an involuntary termination without Cause, (b) if the Participant is party to an employment agreement with the Company, the Successor Entity or any Affiliate of the Company or the Successor Entity that provides for accelerated vesting upon such a termination, by reason of a termination due to a non-renewal of the term of the employment agreement by such employer but only if the Participant is willing and able to continue performing services on the terms and conditions that would have applied under the employment agreement but for the non-renewal, (c) on account of the Participant’s resignation for Good Reason or (d) on account of the Participant’s death or disability and (ii) the Participant remained in the continuous employ or service of the Company, the Successor Entity or an Affiliate of the Company or the Successor Entity from the Control Change Date until the date of such termination of employment or service. The pro ration shall be based on a fraction, the numerator of which is the number of days in the applicable performance period that have elapsed as of the date of termination of employment or service and the denominator of which is the total number of days in the applicable performance period. Any portion of a Performance Award that does not become vested, earned or exercisable as of the date of termination of employment or service shall be forfeited as of the date of such termination.

The Committee, in its discretion and without the need of a Participant’s consent, may provide that a Time-Based Award that is outstanding on the Control Change Date shall be

assumed by, or a substitute award granted by, the Successor Entity (or, if applicable, the Parent Company) in the Change in Control. Such assumed or substituted award shall be of the same type of award as the original Time-Based Award being assumed or replaced. The assumed or substituted award shall have a value, as of the Control Change Date, that is substantially equal to the value of the original Time-Based Award (or the difference between the Fair Market Value and the option price or Initial Value in the case of Options and SARs) as the Committee determines is equitably required. Except as provided in the following sentence, the assumed or substituted award shall have the same vesting terms and conditions as the original Time-Based Award being assumed or replaced. Notwithstanding the preceding sentence, the assumed or substituted award shall be fully vested, earned or exercisable on the last day of the Participant’s employment or service with the Company, the Successor Entity or any Affiliate of the Company or the Successor Entity if (i) such employment or service ends (a) on account of an involuntary termination without Cause, (b) following non-renewal of the employment agreement, if any, between the Participant and the Company, the Successor Entity or any Affiliate of the Company or the Successor Entity, (c) on account of the Participant’s resignation for Good Reason or (d) on account of the Participant’s death or disability and (ii) the Participant remained in the continuous employ or service of the Company, the Successor Entity or an Affiliate of the Company or the Successor Entity from the Control Change Date until the date of such termination of employment or service.

The benefits that a Participant may be entitled to receive under this Plan and other benefits that a Participant is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Plan, are referred to as “Payments”), may constitute Parachute Payments that are subject to Code Sections 280G and 4999. As provided in this Section 15.03, the Parachute Payments will be reduced pursuant to this Section 15.03 if, and only to the extent that, a reduction will allow a Participant to receive a greater Net After Tax Amount than a Participant would receive absent a reduction.

The Accounting Firm will first determine the amount of any Parachute Payments that are payable to a Participant. The Accounting Firm also will determine the Net After Tax Amount attributable to the Participant’s total Parachute Payments.

The Accounting Firm will next determine the largest amount of Payments that may be made to the Participant without subjecting the Participant to tax under Code Section 4999 (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments.

The Participant will receive the total Parachute Payments or the Capped Payments, whichever provides the Participant with the higher Net After Tax Amount. If the Participant will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Plan or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Plan or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) in a manner that results in the best economic benefit

to the Participant (or, to the extent economically equivalent, in a pro rata manner). The Accounting Firm will notify the Participant and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Participant and the Company a copy of its detailed calculations supporting that determination.

As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Article XV, it is possible that amounts will have been paid or distributed to the Participant that should not have been paid or distributed under this Section 15.03 (“Overpayments”), or that additional amounts should be paid or distributed to the Participant under this Section 15.03 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Participant, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Participant must repay the Overpayment to the Company, without interest; provided, however , that no amount will be payable by the Participant to the Company unless, and then only to the extent that, the repayment would either reduce the amount on which the Participant is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Participant and the Company of that determination and the amount of that Underpayment will be paid, without interest, to the Participant promptly by the Company.

For purposes of this Section 15.03, the term “Accounting Firm” means the independent accounting firm engaged by the Company immediately before the Control Change Date. For purposes of this Article XV, the term “Net After Tax Amount” means the amount of any Parachute Payments or Capped Payments, as applicable, net of taxes imposed under Code Sections 1, 3101(b) and 4999 and any State or local income taxes applicable to the Participant on the date of payment. The determination of the Net After Tax Amount shall be made using the highest combined effective rate imposed by the foregoing taxes on income of the same character as the Parachute Payments or Capped Payments, as applicable, in effect on the date of payment. For purposes of this Section 15.03, the term “Parachute Payment” means a payment that is described in Code Section 280G(b)(2), determined in accordance with Code Section 280G and the regulations promulgated or proposed thereunder.

Notwithstanding any other provision of this Section 15.03, this Section 15.03 shall not limit or otherwise supersede the provisions of any other agreement or plan which provides that a Participant cannot receive Payments in excess of the Capped Payments.

Article XVI
AMENDMENT

The Board may amend or terminate this Plan at any time; provided, however , that no amendment may adversely impair the rights of Participants with respect to outstanding awards. In addition, an amendment will be contingent on approval of the Company’s stockholders if (a) such approval is required by law or the rules of any exchange on which the Common Stock is listed, (b) if the amendment would materially increase the benefits accruing to Participants under

this Plan, materially increase the aggregate number of shares of Common Stock that may be issued under this Plan and the Entities Plan (except as provided in Article XII) or materially modify the requirements as to eligibility for participation in this Plan or (c) other than in connection with an involuntary termination of employment (including but not limited to death or disability), the amendment would accelerate the time at which any Option or SAR may be exercised, the time at which a Stock Award or Other Equity-Based Award may become transferable or nonforfeitable or the time at which an Other Equity-Based Award, an Incentive Award or an award of Performance Units may be settled. For the avoidance of doubt, without the approval of stockholders, the Board may not (except pursuant to Article XII) (a) reduce the option price per share of an outstanding Option or the Initial Value of an outstanding SAR, (b) cancel an outstanding Option or outstanding SAR when the option price or Initial Value, as applicable exceeds the Fair Market Value or (c) take any other action with respect to an outstanding Option or an outstanding SAR that may be treated as a repricing of the award under the rules and regulations of the principal exchange on which the Common Stock is listed for trading.

Article XVII
DURATION OF PLAN

No Stock Award, Performance Unit Award, Incentive Award, Option, SAR or Other Equity-Based Award may be granted under this Plan after October 25, 2027. Stock Awards, Performance Unit awards, Options, SARs and Other Equity-Based Awards granted before such date shall remain valid in accordance with their terms.

Article XVIII
EFFECTIVENESS OF PLAN

Options, SARs, Stock Awards, Performance Unit Awards, Incentive Awards and Other Equity-Based Awards may be granted under this Plan, as amended and restated herein, on and after the date that this Plan, as amended and restated herein, is approved by a majority of the votes cast by the Company’s stockholders, voting either in person or by proxy, at a duly held stockholders’ meeting within twelve months of its adoption by the Board.

Exhibit 10.2

BLUEROCK RESIDENTIAL GROWTH REIT, INC.

SECOND AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN

FOR ENTITIES

Effective October 26, 2017

Article I
DEFINITIONS

“ Affiliate ” means, with respect to any entity, any other entity, whether now or hereafter existing, which controls, is controlled by, or is under common control with, the first entity (including, but not limited to, joint ventures, limited liability companies and partnerships). For this purpose, the term “control” (including the correlative meanings of the terms “controlled by” and “under common control with”) shall mean ownership, directly or indirectly, of 50% or more of the total combined voting power of all classes of voting securities issued by such entity, or the possession, directly or indirectly, of the power to direct the management and policies of such entity, by contract or otherwise.

“ Agreement ” means a written agreement (including any amendment or supplement thereto) between the Company and a Participant specifying the terms and conditions of a Stock Award, an award of Performance Units, an Incentive Award, an Option, SAR or Other Equity-Based Award (including an LTIP Unit) granted to such Participant.

“ Board ” means the Board of Directors of the Company.

“ Change in Control ” means and includes each of the following:

(a)        The acquisition, either directly or indirectly, by any individual, entity or group (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act), of more than 50% of either (i) the then outstanding shares of Common Stock, taking into account as outstanding for this purpose such shares of Common Stock issuable upon the exercise of options or warrants, the conversion of convertible shares or debt, and the exercise of any similar right to acquire such Common Stock (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change in Control (i) any acquisition by the Company or any of its subsidiaries or by the Manager or any of its Affiliates, (ii) any acquisition by a trustee or other fiduciary holding the Company’s securities under an employee benefit plan sponsored or

maintained by the Company or any of its Affiliates, (iii) any acquisition by an underwriter, initial purchaser or placement agent temporarily holding the Company’s securities pursuant to an offering of such securities or (iv) any acquisition by an entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the then Outstanding Company Common Stock.

(b)        Individuals who constitute Incumbent Directors at the beginning of any consecutive twelve month period, together with any new Incumbent Directors who become members of the Board during such twelve month period, cease to be a majority of the Board at the end of such twelve month period.

(c)       The consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company that requires the approval of the Company’s stockholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), in each case, unless following such Business Combination:

(i)        the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination, beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of members of the board of directors (or the analogous governing body) of the entity resulting from such Business Combination (the “Successor Entity”) (or, if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of sufficient voting securities to elect a majority of the members of the board of directors (or the analogous governing body) of the Successor Entity (the “Parent Company”));

(ii)       no Person (other than any employee benefit plan sponsored or maintained by the Successor Entity or the Parent Company) beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Successor Entity); and

(iii)       at least a majority of the members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent Company, the Successor Entity) following the consummation of the Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination;

(d)       The direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its subsidiaries, taken as a whole, to any Person that is not a subsidiary of the Company.

In addition, if a Change in Control (as defined in clauses (a) through (d) above) constitutes a payment event with respect to any Option, SAR, Stock Award, Performance Unit,

Incentive Award or Other Equity-Based Award that provides for the deferral of compensation and is subject to Section 409A of the Code, no payment will be made under that award on account of a Change in Control unless the event described in subsection (a), (b), (c) or (d) above, as applicable, constitutes a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5).

“ Code ” means the Internal Revenue Code of 1986, and any amendments thereto.

“ Committee ” means the Compensation Committee of the Board. Unless otherwise determined by the Board, the Committee shall consist solely of two or more non-employee members of the Board, each of whom is intended to qualify as a “non-employee director” as defined by Rule 16b-3 of the Exchange Act or any successor rule, an “outside director” for purposes of Section 162(m) of the Code (if awards under this Plan are subject to the deduction limitation of Section 162(m) of the Code) and an “independent director” under the rules of any exchange or automated quotation system on which the Common Stock is listed, traded or quoted ; provided, however , that any action taken by the Committee shall be valid and effective, whether or not the members of the Committee at the time of such action are later determined not to have satisfied the foregoing requirements or otherwise provided in any charter of the Committee. If there is no Compensation Committee, then “Committee” means the Board.

“ Common Stock ” means the Class A common stock of the Company.

“ Company ” means Bluerock Residential Growth REIT, Inc., a Maryland corporation.

“ Control Change Date ” means the date on which a Change in Control occurs. If a Change in Control occurs on account of a series of transactions, the “Control Change Date” is the date of the last of such transactions on which the Change in Control occurs.

“ Corresponding SAR ” means an SAR that is granted in relation to a particular Option and that can be exercised only upon the surrender to the Company, unexercised, of that portion of the Option to which the SAR relates.

“ Dividend Equivalent Right ” means the right, subject to the terms and conditions prescribed by the Committee, of a Participant to receive (or have credited) cash, securities or

other property in amounts equivalent to the cash, securities or other property dividends declared on shares of Common Stock with respect to specified Performance Units, an Other Equity-Based Award or Incentive Award of units denominated in shares of Common Stock or other Company securities, as determined by the Committee, in its sole discretion. The Committee shall provide that Dividend Equivalent Rights payable with respect to any such award that does not become nonforfeitable solely on the basis of continued service shall be accumulated and distributed only when, and to the extent that, the underlying award is vested or earned. The Committee may provide that Dividend Equivalent Rights (if any) shall be deemed to have been reinvested in additional shares of Common Stock or otherwise reinvested.

“ Effective Date ” means May 28, 2015.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Fair Market Value ” means, on any given date, the reported “closing” price of a share of Common Stock on the New York Stock Exchange for such date or, if there is no closing price for a share of Common Stock on the date in question, the closing price for a share of Common Stock on the last preceding date for which a quotation exists. If, on any given date, the Common Stock is not listed for trading on the New York Stock Exchange, then Fair Market Value shall be the “closing” price of a share of Common Stock on such other exchange on which the Common Stock is listed for trading for such date (or, if there is no closing price for a share of Common Stock on the date in question, the closing price for a share of Common Stock on the last preceding date for which such quotation exists) or, if the Common Stock is not listed on any exchange, the amount determined by the Committee using any reasonable method in good faith and in accordance with the regulations under Section 409A of the Code.

“ Incentive Award ” means an award awarded under Article XI which, subject to the terms and conditions prescribed by the Committee, entitles the Participant to receive a payment from the Company or an Affiliate of the Company.

“ Incumbent Directors ” means individuals elected to the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for Director without objection to such nomination) and whose election or nomination for election to the Board was approved by a vote of at least two-thirds of the directors serving on the Board at the time of the election or nomination, as applicable, shall be an Incumbent Director. No individual designated to serve as a director by a person who shall have entered into an agreement with the Company to effect a transaction described in Section 1.04(a) or Section 1.04(c) and no individual initially elected or nominated as a director of the Company as a result

of an actual or threatened election contest with respect to directors shall be an Incumbent Director.

“ Individuals Plan ” means the Bluerock Residential Growth, Inc. Second Amended and Restated 2014 Equity Incentive Plan for Individuals, effective October 26, 2017, and as further amended from time to time.

“ Initial Value ” means, with respect to a Corresponding SAR, the option price per share of the related Option and, with respect to an SAR granted independently of an Option, the price per share of Common Stock as determined by the Committee on the date of grant; provided, however , that the price shall not be less than the Fair Market Value on the date of grant. Except as provided in Article XII, without the approval of stockholders (a) the Initial Value of an outstanding SAR may not be reduced (by amendment, cancellation and new grant or otherwise) and (b) no payment shall be made in cancellation of an SAR if, on the date of such amendment, cancellation, new grant or payment the Initial Value exceeds Fair Market Value.

“ LTIP Unit ” means an “LTIP Unit” as defined in the Operating Partnership’s partnership agreement. An LTIP Unit granted under this Plan represents the right to receive the benefits, payments or other rights in respect of an LTIP Unit set forth in that partnership agreement, subject to the terms and conditions of the applicable Agreement and that partnership agreement.

“ Manager ” means BRG Manager, LLC, a Delaware limited liability company and the Company’s external manager.

“ Offering ” means the initial public offering of Common Stock registered under the Securities Act of 1933, as amended.

“OP Units” means units of limited partnership interest of the Operating Partnership.

“ Operating Partnership ” means Bluerock Residential Holdings, L.P., a Delaware limited partnership and the Company’s operating partnership.

“ Option ” means a stock option that entitles the holder to purchase from the Company a stated number of shares of Common Stock at the price set forth in an Agreement.

“ Other Equity-Based Award ” means any award other than an Incentive Award, an Option, SAR, a Performance Unit award or a Stock Award which, subject to such terms and conditions as may be prescribed by the Committee, entitles a Participant to receive shares of Common Stock or rights or units valued in whole or in part by reference to, or otherwise based on, shares of Common Stock (including securities convertible into Common Stock) or other equity interests, including LTIP Units.

“ Participant ” means the Manager and any other entity that provides services to the Company or an Affiliate of the Company (including an entity that provides services to the Company or an Affiliate of the Company by virtue of its providing services to the Manager or an Affiliate of the Manager), and that satisfies the requirements of Article IV and is selected by the Committee to receive an award of Performance Units or a Stock Award, an Incentive Award, Option, SAR, Other Equity-Based Award or a combination thereof.

“ Performance Award ” means an Option, SAR, Stock Award, award of Performance Units, Incentive Award or Other Equity-Based Award (including an LTIP Unit) that is not a Time-Based Award.

“ Performance Units ” means an award, in the amount determined by the Committee, stated with reference to a specified or determinable number of shares of Common Stock, that in accordance with the terms of an Agreement entitles the holder to receive a payment for each specified unit equal to the value of an equal number of shares of Common Stock on the date of payment.

“ Plan ” means this Bluerock Residential Growth REIT, Inc. Second Amended and Restated 2014 Equity Incentive Plan for Entities, as set forth herein and as further amended from time to time.

“ REIT ” means a real estate investment trust within the meaning of Sections 856 through 860 of the Code.

“ SAR ” means a stock appreciation right that in accordance with the terms of an Agreement entitles the holder to receive, with respect to each share of Common Stock encompassed by the exercise of the SAR, the excess, if any, of the Fair Market Value at the time of exercise over the Initial Value. References to “SARs” include both Corresponding SARs and SARs granted independently of Options, unless the context requires otherwise.

“ Stock Award ” means shares of Common Stock awarded to a Participant under Article VIII.

“ Time-Based Award ” means an Option, SAR, Stock Award, award of Performance Units, Incentive Award or Other Equity-Based Award (including an LTIP Unit) that vests, is earned or becomes exercisable based solely on continued employment or service.

Article II
PURPOSES

This Plan is intended to assist the Company and its Affiliates in securing and retaining the services of entities that provide services to the Company or an Affiliate of the Company with ability and initiative by enabling such entities to participate in the future success of the Company and its Affiliates and to associate their interests with those of the Company and its stockholders. This Plan is intended to permit the grant of Options, SARs, Stock Awards, Performance Units, Incentive Awards and Other Equity-Based Awards in accordance with this Plan and any procedures that may be established by the Committee.

Article III
ADMINISTRATION

This Plan shall be administered by the Committee. The Committee shall have authority to grant SARs, Stock Awards, Performance Units, Incentive Awards, Options and Other Equity-Based Awards upon such terms (not inconsistent with the provisions of this Plan), as the Committee may consider appropriate. Such terms may include conditions (in addition to those contained in this Plan), on the exercisability of all or any part of an Option or SAR or on the transferability or forfeitability of a Stock Award, an award of Performance Units, an Incentive Award or an Other Equity-Based Award. Notwithstanding any such conditions, or any provision of the Plan, the Committee may, in its discretion, accelerate the time at which any Option or SAR may be exercised, or the time at which a Stock Award or Other Equity-Based Award may become transferable or nonforfeitable or the time at which an Other Equity-Based Award, an Incentive Award or an award of Performance Units may be settled in connection with an involuntary termination of service. Options, SARs, Stock Awards, Performance Units, Incentive Awards and Other Equity-Based Awards (including LTIP Units) for up to five percent of the aggregate number of shares of Common Stock authorized for issuance under the Plan pursuant to Section 5.02 may be granted or awarded by the Committee without regard to the minimum

vesting requirements of Sections 6.06, 7.04, 8.02, 9.02, 10.02 and 11.02. In addition, the Committee shall have complete authority to interpret all provisions of this Plan; to prescribe the form of Agreements; to adopt, amend, and rescind rules and regulations pertaining to the administration of this Plan (including rules and regulations that require or allow Participants to defer the payment of benefits under this Plan); and to make all other determinations necessary or advisable for the administration of this Plan.

The Committee’s determinations under this Plan (including without limitation, determinations of the entities to receive awards under this Plan, the form, amount and timing of such awards, the terms and provisions of such awards and the Agreements) need not be uniform and may be made by the Committee selectively among entities who receive, or are eligible to receive, awards under this Plan, whether or not such entities are similarly situated. The express grant in this Plan of any specific power to the Committee with respect to the administration or interpretation of this Plan shall not be construed as limiting any power or authority of the Committee with respect to the administration or interpretation of this Plan. Any decision made, or action taken, by the Committee in connection with the administration of this Plan shall be final and conclusive. The members of the Committee shall not be liable for any act done in good faith with respect to this Plan or any Agreement, Option, SAR, Incentive Award, Stock Award, Other Equity-Based Award or award of Performance Units. All expenses of administering this Plan shall be borne by the Company.

Article IV
ELIGIBILITY

The Manager and any entity that provides significant services to the Company or an Affiliate of the Company (including an entity that provides services to the Company or an Affiliate of the Company by virtue of its providing services to the Manager or an Affiliate of the Manager) is eligible to participate in this Plan if the Committee, in its sole reasonable discretion, determines that the participation of such entity is in the best interest of the Company.

Article V
COMMON SHARES SUBJECT TO PLAN

Upon the award of Common Stock pursuant to a Stock Award, an Other Equity-Based Award or in settlement of an Incentive Award or an award of Performance Units, the Company may deliver (and shall deliver if required under an Agreement) to the Participant shares of Common Stock from its authorized but unissued Common Shares. Upon the exercise of any Option or SAR, the Company may deliver, to the Participant (or the Participant’s broker if the Participant so directs), shares of Common Stock from its authorized but unissued Common Shares.

(a)       The maximum aggregate number of shares of Common Stock that may be issued under this Plan (pursuant to Options and SARs, Stock Awards or Other Equity-Based Awards

and the settlement of Incentive Awards and Performance Units granted on or after the Effective Date) together with the number of shares of Common Stock issued under the Individuals Plan (pursuant to Options and SARs, Stock Awards or Other Equity-Based Awards and the settlement of Incentive Awards and Performance Units granted under the Individuals Plan on or after the Effective Date) is equal to 1,550,000 shares. Other Equity-Based Awards that are LTIP Units shall reduce the maximum aggregate number of Common Shares that may be issued under this Plan and the Individuals Plan on a one-for-one basis, i.e., the grant of each LTIP Unit shall be treated as an award of a share of Common Stock.

(b)       The maximum number of shares of Common Stock that may be issued under this Plan and the Individuals Plan in accordance with Section 5.02(a) shall be subject to adjustment as provided in Article XII.

(c)       Shares of Common Stock issued under this Plan and the Individuals Plan pursuant to Options, SARs, Stock Awards or Other Equity-Based Awards and the settlement of Incentive Awards and Performance Units granted before the Effective Date shall be issued pursuant to the terms of the Plan and the Individuals Plan as in effect before the Effective Date and shall not affect or reduce the number of shares of Common Stock that may be issued in accordance with Section 5.02(a).

If, on or after the Effective Date, any award or grant under this Plan or the Individuals Plan (including LTIP Units and awards or grants made before the Effective Date) expires, is forfeited or is terminated without having been exercised or is paid in cash without a requirement for the delivery of Common Stock, then any shares of Common Stock covered by such lapsed, cancelled, expired, unexercised or cash-settled portion of such award or grant and any forfeited, lapsed, cancelled or expired LTIP Units shall be available for the grant of other Options, SARs, Stock Awards, Other Equity-Based Awards and settlement of Incentive Awards and Performance Units under this Plan or the Individuals Plan. Any shares of Common Stock tendered or withheld on or after the Effective Date to satisfy the grant or exercise price or tax withholding obligation pursuant to any award under this Plan or the Individuals Plan shall not be available for future grants or awards. If shares of Common Stock are issued in settlement of an SAR granted under this Plan or the Individuals Plan, the number of shares of Common Stock available under this Plan and the Individuals Plan shall be reduced by the number of shares of Common Stock for which the SAR was exercised rather than the number of shares of Common Stock issued in settlement of the SAR. To the extent permitted by applicable law or the rules of any exchange on which the Common Stock is listed for trading, shares of Common Stock issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by the Company or any Affiliate of the Company shall not reduce the number of shares of Common Stock available for issuance under this Plan and the Individuals Plan.

Article VI
OPTIONS

In accordance with the provisions of Articles III and IV, the Committee will designate each entity to whom an Option is to be granted and will specify the number of shares of Common Stock covered by such awards and the terms and conditions of such awards.

The price per share of Common Stock purchased on the exercise of an Option shall be determined by the Committee on the date of grant, but shall not be less than the Fair Market Value on the date the Option is granted. Except as provided in Article XII, without the approval of stockholders (a) the price per share of Common Stock of an outstanding Option may not be reduced (by amendment, cancellation and new grant or otherwise) and (b) no payment shall be made in cancellation of an Option if, on the date of such amendment, cancellation, replacement grant or payment the Option Price exceeds Fair Market Value.

The maximum period in which an Option may be exercised shall be determined by the Committee on the date of grant except that no Option shall be exercisable after the expiration of ten years from the date such Option was granted. The terms of any Option may provide that it is exercisable for a period less than such maximum period.

An Option granted under this Plan may be transferred only in accordance with this Section 6.04. To the extent permitted by the Agreement relating to an Option, an Option granted under this Plan may be transferred by a Participant but only to an Affiliate of the Participant or an individual who is employed by or provides services to the Participant or an Affiliate of the Participant. The holder of an Option transferred pursuant to this Section 6.04 shall be bound by the same terms and conditions that governed the Option during the period it was held by the Participant. If an Option is transferred (by the Participant or the Participant’s transferee), such Option and any Corresponding SAR must be transferred to the same person or persons or entity or entities.

In the event that the terms of any Option provide that it may be exercised only during continued service or within a specified period of time after termination of continued service, the Committee may decide to what extent temporary interruptions of continuous service shall affect the Option.

Subject to the provisions of this Plan and the applicable Agreement, an Option may be exercised in whole at any time or in part from time to time at such times and in compliance with such requirements as the Committee shall determine; provided, however , that (subject to the provisions of Article III) no Option may become exercisable before the first anniversary of its grant or as provided in Section 15.01. An Option granted under this Plan may be exercised with respect to any number of whole shares of Common Stock less than the full number for which the Option could be exercised. A partial exercise of an Option shall not affect the right to exercise the Option from time to time in accordance with this Plan and the applicable Agreement with respect to the remaining shares of Common Stock subject to the Option. The exercise of an Option shall result in the termination of any Corresponding SAR to the extent of the number of shares of Common Stock with respect to which the Option is exercised.

Subject to rules established by the Committee and unless otherwise provided in an Agreement, payment of all or part of the Option price may be made in cash, certified check, by tendering shares of Common Stock, by attestation of ownership of shares of Common Stock, by a broker-assisted cashless exercise or in such other form or manner acceptable to the Committee. If shares of Common Stock are used to pay all or part of the Option price, the sum of the cash and cash equivalent and the Fair Market Value (determined on the date of exercise) of the Common Stock so surrendered or other consideration paid must not be less than the Option price of the shares for which the Option is being exercised.

No Participant shall have any rights as a stockholder with respect to shares of Common Stock subject to an Option until the date of exercise of such Option.

A Participant may not sell or dispose of more than fifty percent of the shares of Common Stock acquired pursuant to an Option before the earlier of (i) the first anniversary of the exercise of the Option or (ii) the date the Participant is no longer providing services to the Company, an Affiliate of the Company, the Manager and the Operating Partnership.

Article VII
SARS

In accordance with the provisions of Articles III and IV, the Committee will designate each entity to whom SARs are to be granted and will specify the number of shares of Common Stock covered by such awards and the terms and conditions of such awards.

The term of each SAR shall be determined by the Committee on the date of grant, except that no SAR shall have a term of more than ten years from the date of grant. The terms of any SAR may provide that it has a term that is less than such maximum period.

An SAR granted under this Plan may be transferred only in accordance with this Section 7.03. To the extent permitted by the Agreement relating to an SAR, an SAR granted under this Plan may be transferred by a Participant but only to an Affiliate of the Participant or an individual who is employed by or provides services to the Participant or an Affiliate of the Participant. The holder of an SAR transferred pursuant to this Section 7.03 shall be bound by the same terms and conditions that governed the SAR during the period it was held by the Participant. If a Corresponding SAR is transferred (by the Participant or the Participant’s transferee), such Corresponding SAR and the related Option must be transferred to the same person or persons or entity or entities.

Subject to the provisions of this Plan and the applicable Agreement, an SAR may be exercised in whole at any time or in part from time to time at such times and in compliance with such requirements as the Committee shall determine; provided, however , that (subject to the provisions of Article III) no SAR may become exercisable before the first anniversary of its grant or as provided in Section 15.01. An SAR granted under this Plan may be exercised with respect to any number of whole shares less than the full number for which the SAR could be exercised. A partial exercise of an SAR shall not affect the right to exercise the SAR from time to time in accordance with this Plan and the applicable Agreement with respect to the remaining shares of Common Stock subject to the SAR. The exercise of a Corresponding SAR shall result in the termination of the related Option to the extent of the number of shares of Common Stock with respect to which the SAR is exercised.

If the terms of any SAR provide that it may be exercised only during continued service or within a specified period of time after termination of continued service, the Committee may decide to what extent temporary interruptions of continuous service shall affect the SAR.

At the Committee’s discretion, the amount payable as a result of the exercise of an SAR may be settled in cash, shares of Common Stock, or a combination of cash and Common Stock. No fractional share of Common Stock will be deliverable upon the exercise of an SAR but a cash payment will be made in lieu thereof.

No Participant shall, as a result of receiving an SAR, have any rights as a stockholder of the Company or any Affiliate of the Company until the date that the SAR is exercised and then only to the extent that the SAR is settled by the issuance of Common Stock.

A Participant may not sell or dispose of more than fifty percent of the shares of Common Stock acquired pursuant to an SAR before the earlier of (i) the first anniversary of the exercise of the SAR or (ii) the date the Participant is no longer providing services to the Company, an Affiliate of the Company, the Manager or the Operating Partnership.

Article VIII
STOCK AWARDS

In accordance with the provisions of Articles III and IV, the Committee will designate each entity to whom a Stock Award is to be made and will specify the number of shares of Common Stock covered by such awards and the terms and conditions of such awards.

The Committee, on the date of the award, shall prescribe that a Participant’s rights in a Stock Award shall be forfeitable or otherwise restricted for a period of time or subject to such conditions as may be set forth in the Agreement. Subject to the provisions of Article III, the period in which the shares of Common Stock covered by a Stock Award are forfeitable or otherwise restricted shall not end before the first anniversary of the grant of the Stock Award or as provided in Section 15.01. By way of example and not of limitation, the Committee may prescribe that a Participant’s rights in a Stock Award shall be forfeitable or otherwise restricted subject to the attainment of objectives stated with reference to the business of the Company or an Affiliate of the Company or a business unit’s attainment of objectives stated with respect to performance criteria established by the Committee.

In the event that the terms of any Stock Award provide that shares may become transferable and nonforfeitable thereunder only after completion of a specified period of employment or continuous service, the Committee may decide in each case to what extent temporary interruptions of continuous service shall affect the Stock Award.

Unless otherwise specified in accordance with the applicable Agreement, while the shares of Common Stock granted pursuant to the Stock Award may be forfeited or are nontransferable, a Participant will have all rights of a stockholder with respect to a Stock Award, including the right to receive dividends and vote the shares of Common Stock; provided, however , that (i) dividends payable on shares of Common Stock subject to a Stock Award that does not become nonforfeitable solely on the basis of continued service shall be accumulated and paid, without interest, when and to the extent that the underlying Stock Award becomes nonforfeitable; (ii) a Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of shares of Common Stock granted pursuant to a Stock Award, (iii) the Company shall retain custody of any certificates representing shares of Common Stock granted pursuant to a Stock Award, and (iv) the Participant will deliver to the Company a stock power, endorsed in blank, with respect to each Stock Award. The limitations set forth in the preceding sentence shall not apply after the shares of Common Stock granted under the Stock Award are transferable and are no longer forfeitable.

A Participant may not sell or dispose of more than fifty percent of the shares of Common Stock acquired under a Stock Award before the earlier of (i) the first anniversary of the date that the Stock Award became nonforfeitable and (ii) the date the Participant is no longer providing services to the Company, an Affiliate of the Company, the Manager or the Operating Partnership.

Article IX
PERFORMANCE UNIT AWARDS

In accordance with the provisions of Articles III and IV, the Committee will designate each entity to whom an award of Performance Units is to be made and will specify the number of shares of Common Stock covered by such awards and the terms and conditions of such awards. The Committee also will specify whether Dividend Equivalent Rights are granted in conjunction with the Performance Units.

The Committee, on the date of the grant of an award, shall prescribe that the Performance Units will be earned, and the Participant will be entitled to receive payment pursuant to the award of Performance Units, only upon the satisfaction of performance objectives or such other criteria as may be prescribed by the Committee. Subject to the provisions of Article III, the period in which Performance Units will be earned shall not end before the first anniversary of the grant of the Performance Units or as provided in Section 15.01.

In the discretion of the Committee, the amount payable when an award of Performance Units is earned may be settled in cash, by the issuance of shares of Common Stock, by the grant of an Other Equity-Based Award (including LTIP Units), by the delivery of other securities or property or a combination thereof. A fractional share of Common Stock shall not be deliverable when an award of Performance Units is earned, but a cash payment will be made in lieu thereof. The amount payable when an award of Performance Units is earned shall be paid in a lump sum.

A Participant, as a result of receiving an award of Performance Units, shall not have any rights as a stockholder until, and then only to the extent that, the award of Performance Units is earned and settled in shares of Common Stock. After an award of Performance Units is earned and settled in Common Stock, a Participant will have all the rights of a stockholder of the Company.

Any rights or restrictions with respect to the ability of the holder of any Performance Unit granted under this Plan to transfer such Performance Unit shall be set forth in the Agreement relating to such grant.

In the event that the terms of any Performance Unit award provide that no payment will be made unless the Participant completes a stated period of continued service, the Committee may decide to what extent temporary interruptions of continuous service shall effect the Performance Unit award.

A Participant may not sell or dispose of more than fifty percent of the shares of Common Stock issued in settlement of Performance Units before the earlier of (i) the first anniversary of the date the shares were issued to the Participant or (ii) the date the Participant is no longer providing services to the Company, an Affiliate of the Company, the Manager or the Operating Partnership.

Article X
OTHER EQUITY-BASED AWARDS

In accordance with the provisions of Articles III and IV, the Committee will designate each entity to whom an Other Equity-Based Award is to be made and will specify the number of shares of Common Stock or other equity interests (including LTIP Units) covered by such awards and the terms and conditions of such awards; provided, however , that the grant of LTIP Units must satisfy the requirements of the partnership agreement of the Operating Partnership as

in effect on the date of grant. The Committee also will specify whether Dividend Equivalent Rights are granted in conjunction with the Other Equity-Based Award.

The Committee, at the time an Other Equity-Based Award is made, shall specify the terms and conditions which govern the award. The terms and conditions of an Other Equity-Based Award may prescribe that a Participant’s rights in the Other Equity-Based Award shall be forfeitable, nontransferable or otherwise restricted for a period of time or subject to such other conditions as may be determined by the Committee, in its discretion and set forth in the Agreement. Subject to the Provisions of Article III, the period in which such award shall be forfeitable, nontransferable or otherwise restricted shall not end before the first anniversary of the grant of the Other Equity-Based Award or as provided in Section 15.01. Other Equity-Based Awards may be granted to Participants, either alone or in addition to other awards granted under this Plan, and Other Equity-Based Awards may be granted in the settlement of other Awards granted under this Plan.

Other Equity-Based Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, shall be payable or settled in shares of Common Stock, cash or a combination of Common Stock and cash, as determined by the Committee in its discretion; provided, however , that any shares of Common Stock that are issued on account of the conversion of LTIP Units into shares of Common Stock shall not be issued under this Plan, i.e. , the conversion shall not reduce the number of shares of Common Stock available for issuance under the Plan or the Entities Plan. Other Equity-Based Awards denominated as equity interests other than shares of Common Stock may be paid or settled in shares or units of such equity interests or cash or a combination of both as determined by the Committee in its discretion.

If the terms of any Other Equity-Based Award provides that it may be earned or exercised only during continued service or within a specified period of time after termination of continued service, the Committee may decide to what extent temporary interruptions of continuous service shall affect the Other Equity-Based Award.

Any rights or restrictions with respect to the ability of the holder of an Other Equity-Based Award (including LTIP Units) granted under the Plan to transfer such Other Equity Based Award (including LTIP Units) shall be set forth in the Agreement relating to such grant.

A Participant, as a result of receiving an Other Equity-Based Award, shall not have any rights as a stockholder until, and then only to the extent that, the Other Equity-Based Award is earned and settled in shares of Common Stock.

A Participant may not sell or dispose of more than fifty percent of the shares of Common Stock or other equity interests (including LTIP units) covered by an Other Equity-Based Award before the earlier of (i) the first anniversary of the date that such shares or interests become nonforfeitable and (ii) the date the Participant is no longer providing services to the Company, an Affiliate of the Company, the Manager or the Operating Partnership.

Article XI
INCENTIVE AWARDS

In accordance with the provisions of Articles III and IV, the Committee will designate each entity to whom an Incentive Award is to be made and will specify the terms and conditions of such award. The Committee also will specify whether Dividend Equivalent Rights are granted in conjunction with the Incentive Award.

The Committee, at the time an Incentive Award is made, shall specify the terms and conditions that govern the award.  Such terms and conditions may prescribe that the Incentive Award shall be earned only to the extent that the Participant, the Company or an Affiliate of the Company, during a performance period of at least one year, achieves objectives stated with reference to one or more performance measures or criteria prescribed by the Committee. A goal or objective may be expressed on an absolute basis or relative to the performance of one or more similarly situated companies or a published index. When establishing goals and objectives, the Committee may exclude any or all special, unusual, and/or extraordinary items as determined under U.S. generally accepted accounting principles including, without limitation, the charges or costs associated with restructurings of the Company, discontinued operations, other unusual or non-recurring items, and the cumulative effects of accounting changes. The Committee may also adjust the performance goals for any Incentive Award as it deems equitable in recognition of unusual or non-recurring events affecting the Company, changes in applicable tax laws or accounting principles, or such other factors as the Committee may determine. Such terms and conditions also may include other limitations on the payment of Incentive Awards including, by way of example and not of limitation, requirements that the Participant complete a specified period of service with the Company or an Affiliate of the Company or that the Company, an Affiliate of the Company, or the Participant attain stated objectives or goals (in addition to those prescribed in accordance with the preceding sentence) as a prerequisite to payment under an Incentive Award.  

Any rights or restrictions with respect to the ability of the holder of an Incentive Award granted under the Plan to transfer such Incentive Award shall be set forth in the Agreement relating to such grant.

If the terms of an Incentive Award provide that a payment will be made thereunder only if the Participant completes a stated period of continued service, the Committee may decide to what extent temporary interruptions of continuous service shall affect the Incentive Award.

An Incentive Award that is earned shall be settled with a single lump sum payment which may be in cash, shares of Common Stock, an Other Equity-Based Award (including LTIP Units) or a combination thereof, as determined by the Committee.

No Participant shall, as a result of receiving an Incentive Award, have any rights as a stockholder of the Company or an Affiliate of the Company until the date that the Incentive Award is settled and then only to the extent that the Incentive Award is settled by the issuance of shares of Common Stock.

A Participant may not sell or dispose of more than fifty percent of the shares of Common Stock issued in settlement of an Incentive Award until the earlier of (i) the first anniversary of the date the shares were issued to the Participant or (ii) the date the Participant is no longer providing services to the Company, an Affiliate of the Company, the Manager or the Operating Partnership.

Article XII
ADJUSTMENT UPON CHANGE IN COMMON SHARES

The maximum number of shares of Common Stock as to which Options, SARs, Performance Units, Incentive Awards, Stock Awards and Other Equity-Based Awards may be granted under this Plan and the Entities Plan, and the terms of outstanding Stock Awards, Options, SARs, Incentive Awards, Performance Units and Other Equity-Based Awards granted under this Plan and the Entities Plan, shall be adjusted as the Board determines is equitably required in the event that (i) the Company (a) effects one or more nonreciprocal transactions between the Company and its shareholders such as a share dividend, extra-ordinary cash dividend, share split-up, subdivision or consolidation of Common Stock that affects the number or kind of shares of Common Stock (or other securities of the Company) or the Fair Market Value (or the value of other Company securities) and causes a change in the Fair Market Value of the shares of Common Stock subject to outstanding awards or (b) engages in a transaction to which Section 424 of the Code applies or (ii) there occurs any other event which, in the judgment of the Board necessitates such action. Any determination made under this Article XII by the Board shall be nondiscretionary, final and conclusive.

The issuance by the Company of any class of Common Stock, or securities convertible into any class of Common Stock, for cash or property, or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of Common Stock or obligations of the Company convertible into such Common Stock or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the maximum number of shares of Common Stock as to which Options, SARs, Performance Units, Incentive Awards, Stock Awards and Other Equity-Based Awards may be granted under this Plan and the Entities Plan, or the terms of outstanding Stock Awards, Incentive Awards, Options, SARs, Performance Units or Other Equity-Based Awards under this Plan and the Entities Plan.

The Committee may make Stock Awards and may grant Options, SARs, Performance Units, Incentive Awards or Other Equity-Based Awards under this Plan and under the Entities Plan in substitution for performance shares, phantom shares, share awards, stock options, share appreciation rights, or similar awards held by an individual who becomes an employee of the Company or an Affiliate of the Company in connection with a transaction described in the first paragraph of this Article XII. Notwithstanding any provision of this Plan and the Entities Plan, the terms of such substituted Stock Awards, SARs, Other Equity-Based Awards, Options or Performance Units granted under this Plan or the Entities Plan shall be as the Committee, in its discretion, determines is appropriate.

Article XIII
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES

No Option or SAR shall be exercisable, no Common Stock shall be issued, no certificates for shares of Common Stock shall be delivered, and no payment shall be made under this Plan except in compliance with all applicable federal, state and foreign laws and regulations (including, without limitation, withholding tax requirements), any listing agreement to which the Company is a party, and the rules of all stock exchanges on which the Common Stock may be listed. The Company shall have the right to rely on an opinion of its counsel as to such

compliance. Any certificate issued to represent Common Stock when a Stock Award is granted, a Performance Unit, Incentive Award or Other Equity-Based Award is settled or for which an Option or SAR is exercised may bear such legends and statements as the Committee may deem advisable to assure compliance with federal, state and foreign laws and regulations. No Option or SAR shall be exercisable, no Stock Award or Performance Unit shall be granted, no Common Stock shall be issued, no certificate for Common Stock shall be delivered, and no payment shall be made under this Plan until the Company has obtained such consent or approval as the Committee may deem advisable from regulatory bodies having jurisdiction over such matters.

Article XIV
GENERAL PROVISIONS

Neither the adoption of this Plan, its operation, nor any documents describing or referring to this Plan (or any part thereof), shall confer upon any entity any right to continue in the service of the Company or an Affiliate of the Company or in any way affect any right and power of the Company or an Affiliate of the Company to terminate the service of any entity at any time with or without assigning a reason therefor.

This Plan, insofar as it provides for grants, shall be unfunded, and the Company shall not be required to segregate any assets that may at any time be represented by grants under this Plan. Any liability of the Company to any person with respect to any grant under this Plan shall be based solely upon any contractual obligations that may be created pursuant to this Plan. No such obligation of the Company shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company.

Headings are given to the articles and sections of this Plan solely as a convenience to facilitate reference. The reference to any statute, regulation, or other provision of law shall be construed to refer to any amendment to or successor of such provision of law.

All awards made under this Plan are intended to comply with, or otherwise be exempt from, Section 409A of the Code (“Section 409A”), after giving effect to the exemptions in Treasury Regulation sections 1.409A-1(b)(3) through (b)(12). This Plan and all Agreements shall be administered, interpreted and construed in a manner consistent with Section 409A. Nevertheless, the tax treatment of the benefits provided under this Plan or any Agreement is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors or trustees, officers, employees or advisors shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant or any other taxpayer as a result of the Plan or any Agreement. If any provision of this Plan or any Agreement is found not to comply with, or otherwise not be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the Committee and without requiring the Participant’s consent, in such manner as the Committee determines to be necessary or appropriate to comply with, or

effectuate an exemption from, Section 409A. Each payment under an award granted under this Plan shall be treated as a separate identified payment for purposes of Section 409A.

If a payment obligation under an award or an Agreement arises on account of the Participant’s termination of service and such payment obligation constitutes “deferred compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation sections 1.409A-1(b)(3) through (b))12)), it shall be payable only after the Participant’s “separation from service” (as defined under Treasury Regulation section 1.409A-1(h)).

Each Participant shall be responsible for satisfying any income, employment and other tax withholding obligations attributable to participation in this Plan. Unless otherwise provided by the Agreement, any such withholding tax obligations may be satisfied in cash (including from any cash payable in settlement of an award of Performance Units, SARs or Other Equity-Based Award) or a cash equivalent acceptable to the Committee. Except to the extent prohibited by Treasury Regulation Section 1.409A-3(j), any minimum statutory federal, state, district, city or foreign withholding tax obligations also may be satisfied (a) by surrendering to the Company shares of Common Stock previously acquired by the Participant; (b) by authorizing the Company to withhold or reduce the number of shares of Common Stock otherwise issuable to the Participant upon the exercise of an Option or SAR, the settlement of a Performance Unit award, Incentive Award or an Other Equity-Based Award (if applicable) or the grant or vesting of a Stock Award; or (c) by any other method as may be approved by the Committee. If shares of Common Stock are used to pay all or part of such withholding tax obligation, the Fair Market Value of the Common Stock surrendered, withheld or reduced shall be determined as of the date of surrender, withholding or reduction and the number of shares of Common Stock which may be withheld, surrendered or reduced shall be limited to the number of shares of Common Stock which have a Fair Market Value on the date of withholding, surrender or reduction equal to the aggregate amount of such liabilities based on the minimum statutory withholding rates for tax purposes that are applicable to such supplemental taxable income.

This Plan shall be interpreted and construed in a manner consistent with the Company’s status as a REIT. No award shall be granted or awarded, and with respect to any award granted under this Plan, such award shall not vest, be exercisable or be settled (i) to the extent that the grant, vesting, exercise or settlement could cause the Participant or any other person to be in violation of the share ownership limit or any other limitation on ownership or transfer prescribed by the Company’s charter, or (ii) if, in the discretion of the Committee, the grant, vesting, exercise or settlement of the award could impair the Company’s status as a REIT.

No Participant may make an election under Section 83(b) of the Code with respect to the grant of any award, the vesting of any award, the settlement of any award or the issuance of

Common Stock under the Plan without the consent of the Company, which the Company may grant or withhold in its sole discretion.

Each Option, SAR, Stock Award, Performance Unit Award, Incentive Award and Other Equity-Based Award (including an LTIP Unit) granted under the Plan is subject to the condition that the Company may require that such award be returned, and that any payment made with respect to such award must be repaid, if (a) such action is required under the terms of any Company recoupment or “clawback” policy as in effect on the date that the award was granted or (b) such award or payment made with respect to an award is, or in the future becomes, subject to any law, rule, requirement or regulation which imposes mandatory recoupment or forfeiture, under circumstances set forth in such law, rule, requirement or regulation; provided, however, that such clawback shall not be duplicative of any clawback required under clause (a).

Article XV
CHANGE IN CONTROL

Each Time-Based Award that is outstanding on a Control Change Date and that is not assumed or replaced with a substitute award in accordance with Section 15.02 shall be fully vested, earned or exercisable as of the Control Change Date.

The Committee, in its discretion and without the need of the consent of a Participant (or a Participant’s transferee of an award), may provide that a Time-Based Award that becomes vested, earned or exercisable under this Section 15.01 may be cancelled in exchange for a payment. The payment may be in cash, Common Stock or other securities or consideration received by stockholders in the Change in Control Transaction. With respect to each Time-Based Award that becomes vested, earned or exercisable under this Section 15.01, the payment shall be an amount that is substantially equal to (i) the amount by which the price per share received by stockholders in the Change in Control for each share of Common Stock exceeds the option price or Initial Value in the case of an Option and SAR or (ii) for each vested share of Common Stock subject to a Stock Award, Performance Unit or Other Equity-Based Award, the price per share received by stockholders for Common Stock and (iii) the value of the other securities or property in which the Performance Unit or Other Equity-Based Award is denominated and vested. Notwithstanding any contrary provision of this Section 15.01, if the option price or Initial Value exceeds the price per share of Common Stock received by stockholders in the Change in Control transaction, the Option or SAR may be cancelled without any payment to the Participant.

Each Performance Award that is outstanding on a Control Change Date must be assumed by, or a substitute award granted by, the Successor Entity (or if applicable, the Parent Company) in the Change in Control. Such assumed or substituted award shall be of the same type of award as the original Performance Award being assumed or replaced. The assumed or substituted

award shall have a value, as of the Control Change Date, that is substantially equal to the value of the original Performance Award (or the difference between the Fair Market Value and the option price or Initial Value in the case of Options and SARs) as the Committee determines is equitably required. The assumed or substituted award shall have the same vesting terms and conditions as the original Performance Award being assumed or replaced; provided, however , that the performance objectives and measures of the original Performance Award being assumed or replaced shall be adjusted as the Committee determines is equitably required.

The Committee, in its discretion and without the need of the consent of a Participant (or the Participant’s transferee of an award), may provide that a Time-Based Award that is outstanding on the Control Change Date shall be assumed by, or a substitute award granted by, the Successor Entity (or, if applicable, the Parent Company) in the Change in Control. Such assumed or substituted award shall be of the same type of award as the original Time-Based Award being assumed or replaced. The assumed or substituted award shall have a value, as of the Control Change Date, that is substantially equal to the value of the original Time-Based Award (or the difference between the Fair Market Value and the option price or Initial Value in the case of Options and SARs) as the Committee determines is equitably required. The assumed or substituted award shall have the same vesting terms and conditions as the original Time-Based Award being assumed or replaced.

The benefits that a Participant may be entitled to receive under this Plan and other benefits that a Participant is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Plan, are referred to as “Payments”), may constitute Parachute Payments that are subject to Code Sections 280G and 4999. As provided in this Section 15.03, the Parachute Payments will be reduced pursuant to this Section 15.03 if, and only to the extent that, a reduction will allow a Participant to receive a greater Net After Tax Amount than a Participant would receive absent a reduction.

The Accounting Firm will first determine the amount of any Parachute Payments that are payable to a Participant. The Accounting Firm also will determine the Net After Tax Amount attributable to the Participant’s total Parachute Payments.

The Accounting Firm will next determine the largest amount of Payments that may be made to the Participant without subjecting the Participant to tax under Code Section 4999 (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments.

The Participant will receive the total Parachute Payments or the Capped Payments, whichever provides the Participant with the higher Net After Tax Amount. If the Participant will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Plan or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Plan or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) in a manner that results in the best economic benefit

to the Participant (or, to the extent economically equivalent, in a pro rata manner). The Accounting Firm will notify the Participant and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Participant and the Company a copy of its detailed calculations supporting that determination.

As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Article XV, it is possible that amounts will have been paid or distributed to the Participant that should not have been paid or distributed under this Section 15.03 (“Overpayments”), or that additional amounts should be paid or distributed to the Participant under this Section 15.03 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Participant, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Participant must repay the Overpayment to the Company, without interest; provided, however , that no amount will be payable by the Participant to the Company unless, and then only to the extent that, the repayment would either reduce the amount on which the Participant is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Participant and the Company of that determination and the amount of that Underpayment will be paid, without interest, to the Participant promptly by the Company.

For purposes of this Section 15.03, the term “Accounting Firm” means the independent accounting firm engaged by the Company immediately before the Control Change Date. For purposes of this Article XV, the term “Net After Tax Amount” means the amount of any Parachute Payments or Capped Payments, as applicable, net of taxes imposed under Code Sections 1, 3101(b) and 4999 and any State or local income taxes applicable to the Participant on the date of payment. The determination of the Net After Tax Amount shall be made using the highest combined effective rate imposed by the foregoing taxes on income of the same character as the Parachute Payments or Capped Payments, as applicable, in effect on the date of payment. For purposes of this Section 15.03, the term “Parachute Payment” means a payment that is described in Code Section 280G(b)(2), determined in accordance with Code Section 280G and the regulations promulgated or proposed thereunder.

Notwithstanding any other provision of this Section 15.03, this Section 15.03 shall not limit or otherwise supersede the provisions of any other agreement or plan which provides that a Participant cannot receive Payments in excess of the Capped Payments.

Article XVI
AMENDMENT

The Board may amend or terminate this Plan at any time; provided, however , that no amendment may adversely impair the rights of Participants with respect to outstanding awards. In addition, an amendment will be contingent on approval of the Company’s stockholders if (a) such approval is required by law or the rules of any exchange on which the Common Stock is listed, (b) the amendment would materially increase the benefits accruing to Participants under this Plan, materially increase the aggregate number of shares of Common Stock that may be

issued under this Plan and the Entities Plan (except as provided in Article XII) or materially modify the requirements as to eligibility for participation in this Plan or (c) other than in connection with an involuntary termination of service, the amendment would accelerate the time at which any Option or SAR may be exercised, the time at which a Stock Award or Other Equity-Based Award may become transferable or nonforfeitable or the time at which an Other Equity-Based Award, an Incentive Award or an award of Performance Units may be settled. For the avoidance of doubt, without the approval of stockholders, the Board may not (except pursuant to Article XII) (a) reduce the option price per share of an outstanding Option or the Initial Value of an outstanding SAR, (b) cancel an outstanding Option or outstanding SAR when the option price or Initial Value, as applicable exceeds the Fair Market Value or (c) take any other action with respect to an outstanding Option or an outstanding SAR that may be treated as a repricing of the award under the rules and regulations of the principal exchange on which the Common Stock is listed for trading.

Article XVII
DURATION OF PLAN

No Stock Award, Performance Unit Award, Incentive Award, Option, SAR or Other Equity-Based Award may be granted under this Plan after October 25, 2027. Stock Awards, Performance Unit awards, Options, SARs and Other Equity-Based Awards granted before such date shall remain valid in accordance with their terms.

Article XVIII
EFFECTIVENESS OF PLAN

Options, SARs, Stock Awards, Performance Unit Awards, Incentive Awards and Other Equity-Based Awards may be granted under this Plan, as amended and restated herein, on and after the date that this Plan, as amended and restated herein, is approved by a majority of the votes cast by the Company’s stockholders, voting either in person or by proxy, at a duly held stockholders’ meeting within twelve months of its adoption by the Board

Exhibit 10.3

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “ Agreement ”) by and between Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “ REIT ”), Bluerock Residential Holdings, L.P, a Delaware limited partnership, the operating partnership subsidiary of the REIT (the “ Operating Partnership ”), and the Operating Partnership’s subsidiary, Bluerock REIT Operator, LLC, a Delaware limited liability company (“ REIT Operator ” and, together with the REIT and the Operating Partnership, the “ Company ”), and R. Ramin Kamfar (“ Executive ”) is dated as of the Effective Date.

WHEREAS, the parties originally entered into an Employment Agreement (the “ Original Agreement ”) on August 3, 2017 and desire to amend and restate the Original Agreement to delay the grant and issuance of certain awards hereunder and change their respective vesting periods; and

WHEREAS, REIT Operator desires to employ Executive and Executive desires to be employed by REIT Operator to provide services for the Company on the terms contained herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.                    Term of Employment .

(a)                 Subject to the terms and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.

(b)                 The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “ Effective Date ”) and continue for an initial term through December 31, 2020 (the “ Initial Term ”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “ Renewal Term ”); provided, however, that either the Company or Executive may elect not to extend the Term of Employment by giving written notice to the other party at least sixty (60) days prior to any such anniversary date (a “ Non-Renewal ”). The period commencing on the Effective Date and ending at the end of the Initial Term or any Renewal Term (or earlier termination of Executive’s employment hereunder) shall hereinafter be referred to as the “ Term of Employment ” or “ Term .” If the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effect.

2.                    Position; Duties and Responsibilities .

(a)                 During the Term of Employment, Executive will be employed by the REIT Operator and will serve as the Chief Executive Officer of the REIT and Chairman of the Board of Directors of the REIT (the “ Board of Directors ” or the “ Board ”), reporting directly to the Board. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to

Executive as the Board of Directors shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Partnership, and the operating agreement of REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company.

(b)                 During the Term of Employment, Executive will, without additional compensation, also serve on the Board of Directors of, serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries of the Company as the Board of Directors may, from time to time, request.

(c)                 During the Term of Employment, Executive will serve the Company faithfully, diligently, and to the best of his ability and will devote substantially all of his business time and attention to the performance of his duties hereunder, and shall have no other employment (unless approved by the Board of Directors); provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for himself and his family, (iv) devoting time as he determines in good faith to be necessary or appropriate to fulfill his duties to Bluerock Real Estate, LLC and its affiliates (“ Bluerock ”), or (v) accepting directorships or similar positions (together, the “Personal Activities”), in each case so long as the Personal Activities do not unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties to the Company under this Agreement or the restrictive covenants set forth in Section 10 of this Agreement.

(d)                 During the Term of Employment, Executive shall perform the services required by this Agreement at the Company’s principal offices located in New York, New York (the “ Principal Location ”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

3.                    Compensation and Benefits .

(a)                 Base Salary . During the Term of Employment, Executive will be entitled to receive an annualized base salary (the “ Base Salary ”) of not less than $400,000. The Base Salary shall be paid in accordance with REIT Operator’s normal payroll practices, but no less often than semi-monthly.

(b)                 Incentive Compensation . In addition to the Base Salary, Executive shall be entitled to participate in any short-term and long-term incentive programs (including without limitation equity compensation plans) established by the Company, including for its senior level executives. However, during the Term of Employment, and subject to subsection (e) below, such arrangements will include:

(1)     Annual Performance Bonus . In each calendar year of the Term of Employment, Executive shall be eligible to receive an annual incentive bonus (the “ Annual Bonus ”) payable in cash, pursuant to the performance criteria and targets established and administered by the Board (or a committee of directors to whom such responsibility has been delegated by the Board), with a target Annual Bonus of at least 100% of his Base Salary. The Annual Bonus payable to Executive each year shall be determined and payable as soon as practicable after year-end for such year (but no later than March 15 ^th ). The Executive’s cash bonus for the stub period of 2017 will be determined in the reasonable business judgment of the Board or another committee of directors to whom such responsibility has been delegated by the Board. To be entitled to receive any Annual Bonus, except as otherwise provided in Sections 5(c) and 5(d), Executive must remain employed through the last day of the calendar year to which the Annual Bonus relates.

(2)     Long-Term Equity Incentives . In connection with the Company’s

long term incentive plan as established by the Board (or a committee of directors to whom such responsibility has been delegated by the Board) on a rolling three year basis:

a.                    Time-Vested Performance Equity Award . At the beginning of each year of the Term of Employment beginning with the year ending December 31, 2018, Executive shall be granted an annual award of time-vested equity in the form of long term incentive plan units of the Operating Partnership (“ LTIPs ”) (the “ Annual LTIP Award ”). The number of LTIPs to be issued pursuant to the Annual LTIP Award shall be determined by dividing an amount no less than $600,000 by the volume weighted average price of a share of the REIT’s Class A Common Stock, as reported on the NYSE MKT (or then-applicable Exchange), for the twenty (20) trading days immediately preceding the date of grant of such LTIP award. In addition, as of January 1, 2018, Executive shall be granted a pro-rated Annual LTIP Award for the 2017 stub period from the Effective Date through December 31, 2017, with the number of LTIPs granted to be determined based on the pro-rated dollar amount of the Annual LTIP Award, divided by the volume weighted average price of a share of the REIT’s Class A Common Stock, as reported on the NYSE MKT (or then-applicable Exchange), for the twenty (20) trading days immediately preceding (but not including) January 1, 2018. Each Annual LTIP Award (except the prorated award granted on January 1, 2018 for the 2017 stub period) will vest and become nonforfeitable in three equal installments on the effective date of each anniversary of grant, subject to provisions set forth in Sections 3(f) and 5 of this Agreement. The prorated award granted on January 1, 2018 for the 2017 stub period will vest and become nonforfeitable as follows: (i) the first installment on December 31, 2018 in the amount of one-third (1/3) of the 2017 stub period award and (ii) the second and third installments on the second and third anniversary of the Effective Date, respectively, in the amount of one-third (1/3) of the 2017 stub period award, in each case subject to provisions set forth in Sections 3(f) and 5 of this Agreement.

b.                   Long Term Equity Performance Award . At the beginning of each year of the Term of Employment beginning with the year ending December 31, 2018, Executive shall be granted an annual performance award of equity in the form of LTIPs for a three-year performance period, which award shall be subject to performance criteria and targets established and administered by the Board (or the compensation committee of the Board (the “ Compensation Committee ”) or another committee of directors to whom such responsibility has been delegated by the Board) (the “ Long Term Performance Award ”). The number of LTIPs to be issued pursuant to the Long Term Performance Award shall be no fewer than 150% of the Annual LTIP Award. Satisfaction of the performance criteria and targets established and administered by the Board (or the Compensation Committee or another committee of directors to whom such responsibility has been delegated by the Board) with respect to each Long Term Performance Award will be determined by the Board (or the Compensation Committee or such other committee to whom such responsibility has been delegated) and, to the extent earned, will thereupon vest and become nonforfeitable effective as of the last day of the performance period, subject to provisions set forth in Sections 3(f) and 5 of this Agreement.

(c)                 Employee Benefit Programs and Fringe Benefits . During the Term of Employment, Executive will be eligible to participate in all executive incentive and employee benefit programs of the Company made available to the Company’s senior level executives generally, as such programs may be in effect from time to time; provided that nothing herein shall prevent the Company from amending or terminating any such programs pursuant to the terms thereof (except to the extent the amendment or termination would prevent the Company from satisfying its obligations under Sections 3(a), 3(b) and 4). The REIT Operator will reimburse Executive for any and all necessary, customary and usual business expenses incurred and paid by Executive in connection with his employment upon presentation to the Company of reasonable substantiation and documentation, and in accordance with, and subject to the terms and conditions of, applicable Company policies. During the Term, Executive shall be entitled to paid vacation and, if applicable paid time off, per year of the Term (as pro-rated for any stub employment period) in accordance with the Company’s policy on accrual and use applicable to employees as in effect from time

to time, but in no event shall Executive accrue less than four (4) weeks of vacation per calendar year (pro-rated for any stub employment period).

(d)                 Insurance; Indemnification . Executive shall be covered by such comprehensive directors’ and officers’ liability insurance and errors and omissions liability insurance as the Company or the REIT shall have established and maintained in respect of its directors and officers generally and at its expense, and the Company or the REIT shall cause such insurance policies to be maintained in a manner reasonably acceptable to Executive both during and, in accordance with Section 5(i) below, after Executive’s employment with the Company. Executive shall also be entitled to indemnification rights, benefits and related expense advances and reimbursements to the same extent as any other director or officer of the Company or the REIT and to the maximum extent permitted under applicable law pursuant to an indemnification agreement, including “tail” coverage following termination of service (the “ Indemnification Agreement ”).

(e)                 Annual Review . Beginning in 2018, the Compensation Committee of the Board of Directors (the “ Compensation Committee ”) will undertake a formal review of the amounts payable and potentially payable to Executive pursuant to this Section 3 (the “ Compensation and Benefits ”) no less frequently than annually. The Compensation Committee shall be entitled to make all determinations relating to this Section 3(e) in its sole discretion; provided, however, that neither the Compensation Committee nor the Company shall be entitled to decrease Executive’s Base Salary or the annual or long-term target incentive opportunities (as referenced in Section 3(b)).

(f)                  Clawback/Recoupment . Notwithstanding any other provisions in this Agreement to the contrary, any compensation provided to, or gain realized by, Executive pursuant to this Agreement or any other agreement or arrangement with the Company shall be subject to repayment and/or forfeiture by Executive to the Company if and to the extent any such compensation or gain (i) is or becomes subject to the “clawback” policy adopted by the REIT and in effect as of the date hereof that is applicable to Executive and other similarly situated executives, or (ii) is, or in the future, becomes subject to, any law, rule, requirement or regulation which imposes mandatory recoupment or forfeiture, under circumstances set forth in such law, rule, requirement or regulation.

4.                    Initial Commitment Award . On January 1, 2018, Executive shall be granted an award of LTIPs (the “ Initial Commitment Award ”). The number of LTIPs to be issued pursuant to this Section 4 shall be determined by dividing $2,500,000 by the volume weighted average price of a share of the REIT’s Class A Common Stock, as reported on the NYSE MKT (or then-applicable Exchange), for the twenty (20) trading days immediately preceding the date of grant. The Initial Commitment Award will vest and become nonforfeitable as follows: (i) the first installment on December 31, 2018 in the amount of one-fifth (1/5) of the Initial Commitment Award and (ii) the second through fifth installments on the second through fifth anniversary of the Effective Date, respectively, in an amount equal to one-fifth (1/5) of the Initial Commitment Award, in each case subject to provisions set forth in Sections 3(f) and 5 of this Agreement.

5.                    Termination of Employment .

(a)                 Termination Due to Disability . The Company may cause the REIT Operator to terminate Executive’s employment, to the extent permitted by applicable law, if Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, actually receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company (“ Disability ”). If Executive’s employment is terminated under this Section 5(a) for Disability, (A) the Company shall pay to

Executive the Accrued Benefits pursuant to Section 5(i) below, and (B) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to, each Annual LTIP Award and the Initial Commitment Award), shall become fully vested as of Executive’s date of termination for Disability and (y) that are subject to performance-based vesting conditions (including each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests pursuant to clause (y) will be pro-rated for the actual number of days in the applicable vesting period preceding the date of termination of Executive’s employment.

(b)                 Termination Due to Death . Executive’s employment shall terminate automatically upon Executive’s death during the Term of Employment. If Executive’s employment is terminated because of Executive’s death, (i) the Company shall pay to Executive’s executor, legal representative, administrator or designated beneficiary, as applicable, the Accrued Benefits pursuant to Section 5(i) below, and (ii) Executive’s executor, legal representative, administrator or designated beneficiary, as applicable, shall be entitled to all of Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to, each Annual LTIP Award and the Initial Commitment Award), which shall become fully vested as of Executive’s date of termination and (y) that are subject to performance-based vesting conditions (including each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests and becomes payable pursuant to clause (y) will be pro-rated for the actual number of days in the applicable performance period preceding Executive’s death. Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive’s executors, legal representatives, administrators, heirs or assigns or any other person claiming under or through Executive.

(c)                 Company Non-Renewal . In the event that Executive’s employment is terminated by reason of a Non-Renewal by the Company and Executive is willing and able, at the time of such Non-Renewal, to continue performing services on the terms and conditions set forth herein for the Renewal Term that would have occurred but for the Non-Renewal, then Executive shall be entitled to the payments and benefits provided in Section 5(d) below, subject to the terms and conditions of Section 5(d) including the Release Requirement.

(d)                 Termination by the Company Without Cause or by Executive for Good Reason . The Company may cause the REIT Operator to terminate Executive’s employment at any time without Cause (as provided in Section 7) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s employment by resigning for Good Reason (as provided in Section 7) upon not less than sixty (60) days’ prior written notice of such resignation to the Company. Upon any such termination of Executive’s employment without Cause or for Good Reason, Executive shall be entitled to receive the following:

(i)                  The Accrued Benefits, pursuant to Section 5(i) below; and

(ii)                if Executive signs a general release of claims in favor of the Company in substantially the same form as attached hereto as Exhibit A , and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “ Release Requirement ”):

(1)                 the Company shall pay Executive a cash amount (the “ Severance Amount ”) equal to three (3) (the “ Severance Multiple ”) times the sum of (A) his then-current Base Salary and (B) the average of the Annual Bonuses paid to Executive in accordance with Section 3(b) hereof for the two years preceding the termination; provided, however, if Executive’s termination

pursuant to this Section 5(d) occurs (I) during the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established for Executive) (“ Target Bonus ”) will be used in lieu of the average described in Section 5(d)(ii)(1)(B), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination);

(2)                 within sixty (60) days following the effective date of termination, the Company shall pay Executive an amount equal to Executive’s Target Bonus for the then-current calendar year of Executive’s employment (annualized, to the extent the 2017 Target Bonus is used), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment;

(3)                 Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of Executive’s termination and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests pursuant to clause (y) will be pro-rated for the actual number of days in the applicable vesting period preceding the effective date of Executive’s termination of employment; and

(4)                 if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to applicable law, the REIT Operator will reimburse Executive for 100% of the COBRA premiums incurred by Executive for Executive and his dependents under such health care plan during the duration of Executive’s COBRA continuation period.

(e)                 Termination by the Company for Cause . The Company may cause the REIT Operator to terminate Executive’s employment at any time for Cause pursuant to the provisions of Section 7(a) below, in which event as of the effective date of such termination all payments and benefits under this Agreement shall cease and all then unvested awards or benefits shall be forfeited, except for the continuing obligation to pay Executive his Accrued Benefits.

(f)                  Voluntary Termination by Executive without Good Reason . Executive may voluntarily terminate his employment without Good Reason upon sixty (60) days’ prior written notice. In any such event, after the effective date of such termination, no further payments or benefits shall be due under this Agreement and all then unvested awards or benefits shall be forfeited, except for the obligation to pay Executive after the effective date of such termination his Accrued Benefits. For the avoidance of doubt, Non-Renewal by Executive shall constitute a termination under this Section 5(f).

(g)                 Notice of Termination . Any termination of Executive’s employment shall be communicated by a written notice of termination to the other party hereto given in accordance with Section 20 and shall specify the termination date in accordance with the requirements of this Agreement.

(h)                 Resignation of All Other Positions . Upon termination of Executive’s employment

for any reason, Executive shall be deemed to have resigned from all positions that Executive holds as an officer of the Company or any affiliate of the Company, and from all positions that he holds as a member of the Board of Directors (or a committee thereof) or the board of directors (or a committee thereof) of any subsidiary or affiliate of the REIT, unless otherwise mutually agreed with the Board of Directors, and shall take all actions reasonably requested by the Company to effectuate the foregoing.

(i)                  General Provisions . (1) Upon any termination of Executive’s employment, Executive shall be entitled to receive the following: (A) any unpaid Base Salary and accrued but unused vacation and/or paid time off (determined in accordance with Company policy) through the date of termination (paid in cash within 30 days, or such shorter period required by applicable law, following the effective date of termination), (B) reimbursement for all necessary, customary and usual business expenses and fees incurred and paid by Executive prior to the effective date of termination, in accordance with Section 3(c) above (payable in accordance with the Company’s expense reimbursement policy), and (C) vested benefits, if any, to which Executive may be entitled under the Company’s employee benefit plans, including those as provided in Section 3(c) above (payable in accordance with the applicable employee benefit plan), and directors and officers liability coverage pursuant to Section 3(d) for actions and inactions occurring during the Term, and continued coverage for any actions or inactions by Executive while providing cooperation under this Agreement (collectively, “ Accrued Benefits ”).

(2) During any notice period required under Section 5 or Section 7, as applicable, (A) Executive shall remain employed by the Company and shall continue to be bound by all the terms of this Agreement and any other applicable duties and obligations to the Company, (B) the Company may direct Executive not to report to work, and (C) Executive shall only undertake such actions on behalf of the Company, consistent with his position, as expressly directed by the Board of Directors.

The parties agree that a termination of Executive’s employment pursuant to this Section 5 will not be a breach of this Agreement and does not relieve either party of its other obligations hereunder.

6.                    Code Section 280G .

(a)                 Treatment of Payments . Notwithstanding anything in this Agreement or any other plan, arrangement or agreement to the contrary, in the event that an independent, nationally recognized, accounting firm which shall be designated by the Company with Executive’s written consent (which consent shall not be unreasonably withheld) (the “ Accounting Firm ”) shall determine that any payment or benefit received or to be received by Executive from the Company or any of its affiliates or from any person who effectuates a change in control or effective control of the Company or any of such person’s affiliates (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, the “ Total Payments ”) would fail to be deductible under Section 280G of the Internal Revenue Code of 1986, as amended (the “ Code ”), or otherwise would be subject (in whole or part) to the excise tax imposed by Section 4999 of the Code (the “ Excise Tax ”) then the payments or benefits to be received by Executive that are subject to Section 280G or 4999 of the Code shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax, but such reduction shall occur if and only to the extent that the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes, and employment, Social Security and Medicare taxes on such reduced Total Payments), is greater than or equal to the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes and employment, Social Security and Medicare taxes on such Total Payments and the amount of Excise Tax (or any other excise tax) to which Executive would be subject in respect of such unreduced Total Payments). For purposes of this Section 6(a), the above tax amounts shall be determined by the Accounting Firm, applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied (or is likely to apply) to Executive’s taxable income for the tax year in which the transaction which causes the application of Section 280G or 4999 of the Code occurs, or such other rate(s)

as the Accounting Firm determines to be likely to apply to Executive in the relevant tax year(s) in which any of the Total Payments is expected to be made. If the Accounting Firm determines that Executive would not retain a larger amount on an after-tax basis if the Total Payments were so reduced, then Executive shall retain all of the Total Payments.

(b)                 Ordering of Reduction . In the case of a reduction in the Total Payments pursuant to Section 6(a), the Total Payments will be reduced in the following order: (A) payments that are payable in cash (and that are not deferred compensation within the meaning of Section 409A of the Code) that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (B) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) (and that are not deferred compensation within the meaning of Section 409A of the Code), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (C) payments that are payable in cash (and that are not deferred compensation within the meaning of Section 409A of the Code) that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (D) payments and benefits (that are not deferred compensation within the meaning of Section 409A of the Code) due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (E) all other cash or non-cash benefits not otherwise described in above will be next reduced pro-rata with any payments or benefits that are deferred compensation within the meaning of Section 409A of the Code being reduced last.

(c)                 Certain Determinations . For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (A) no portion of the Total Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (B) no portion of the Total Payments will be taken into account which, in the opinion of the Accounting Firm, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of the Accounting Firm, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Accounting Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. Executive and the Company shall furnish such documentation and documents as may be necessary for the Accounting Firm to perform the requisite calculations and analysis under this Section 6 (and shall cooperate to the extent necessary for any of the determinations in this Section 6(c) to be made), and the Accounting Firm shall provide a written report of its determinations hereunder, including detailed supporting calculations. If the Accounting Firm determines that aggregate Total Payments should be reduced as described above, it shall promptly notify Executive and the Company to that effect. In the absence of manifest error, all determinations by the Accounting Firm under this Section 6 shall be binding on Executive and the Company and shall be made as soon as reasonably practicable following the later of Executive’s date of termination of employment or the date of the transaction which causes the application of Section 280G of the Code. The Company shall bear all costs, fees and expenses of the Accounting Firm and any legal counsel retained by the Accounting Firm.

(d)                 Additional Payments . If Executive receives reduced payments and benefits by reason of this Section 6 and it is established pursuant to a determination of a court of competent jurisdiction which is not subject to review or as to which the time to appeal has expired, or pursuant to an Internal Revenue Service proceeding, that Executive could have received a greater amount without resulting in any Excise Tax, then the Company shall thereafter pay Executive the aggregate additional amount which could

have been paid without resulting in any Excise Tax as soon as reasonably practicable following such determination.

7.                    Definitions .

(a)                 “ Cause ” shall mean any of the following grounds for termination of Executive’s employment:

(i)                     Executive’s conviction of, or plea of guilty or nolo contendere to, a felony (excluding traffic-related felonies), or any financial crime involving the Company (including, but not limited to, fraud, embezzlement or misappropriation of Company assets) which termination shall become effective immediately as of the date the Board of Directors determines to terminate this Agreement, which action must be taken on or after the date of such conviction or plea or within sixty (60) days thereafter;

(ii)                Executive’s willful and gross misconduct in the performance of his duties (other than by reason of his incapacity or disability) it being expressly understood that the Company’s dissatisfaction with Executive’s performance shall not constitute Cause;

(iii)              Executive’s continuous, willful and material breach of this Agreement after written notice of such breach has been given by the Board in its reasonable discretion exercised in good faith; provided that, in no event shall any action or omission in subsection (ii) or (iii) constitute “Cause” unless (1) the Company gives notice to Executive stating that Executive will be terminated for Cause, specifying the particulars thereof in reasonable detail and the effective date of termination (which shall be no less than ten (10) business days following the date on which such written notice is received by Executive) (the “ Cause Termination Notice ”), (2) the Company provides Executive and his counsel with an opportunity to appear before the Board to rebut or dispute the alleged reason for termination on a specified date that is at least three (3) business days following the date on which the Cause Termination Notice is given, but prior to the stated termination date described in clause (1), and (3) a majority of the Board (calculated without regard to Executive, if applicable) determines that Executive has failed to materially cure or cease such misconduct or breach within ten (10) business days after the Cause Termination Notice is given to him. For purposes of the foregoing sentence, no act, or failure to act, on Executive’s part shall be considered willful unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company, and any act or omission by Executive pursuant to the authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel to the Company will be deemed made in good faith and in the best interest of the Company.

(b)                 “ Good Reason ” shall mean, without Executive’s consent:

(i)                  the assignment to Executive of duties or responsibilities substantially inconsistent with Executive’s title at the Company or a material diminution in Executive’s title, authority or responsibilities; provided, that failing to maintain Executive as a member of the Board shall constitute Good Reason;

(ii)                A material reduction in Executive’s Base Salary or the annual or long-term target incentive opportunities (as referenced in Section 3(b)) during the Term;

(iii)              A continuous, willful and material breach by the Company of this Agreement; or

(iv)               the relocation (without the written consent of Executive) of Executive’s principal place of employment by more than thirty-five (35) miles from the Principal Location.

Notwithstanding the foregoing, (1) Good Reason shall not be deemed to exist unless notice of termination on account thereof (specifying a termination date of at least sixty (60) days but no more than ninety (90) days from the date of such notice) is given no later than ninety (90) days after the time at which the event or condition purportedly giving rise to Good Reason first occurs or arises and (2) if there exists an event or condition that constitutes Good Reason, the Company shall have thirty (30) days from the date notice of such termination is received to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder; provided, however, that the Company’s right to cure such event or condition shall not apply if there have been repeated breaches by the Company.

8.                    Confidentiality/Non-Disclosure . Executive acknowledges that, in the course of his employment with the Company, he has become and/or will become acquainted and trusted with (a) certain confidential information and trade secrets, which confidential information includes, but is not limited to, proprietary software, customer lists and information, information concerning the Company’s finances, business practices, long-term and strategic plans and similar matters, information concerning the Company’s formulas, designs, methods of business, trade secrets, technology, business operations, business records and files, and any other information that is not generally known to the public or within the industry or trade in which the Company competes and was not known to Executive prior to his employment with the Company, and (b) information of third parties that the Company is under a duty to maintain as confidential (collectively, “ Confidential Information ”). Except in furtherance of his duties hereunder, Executive agrees that he will not cause any Confidential Information to be disclosed to third parties without the prior written consent of the Company and that he will not, without the prior written consent of the Company, divulge or make any use of such Confidential Information, except as may be required by law and/or to fulfill his obligations hereunder. Upon the termination of Executive’s employment for whatever reason, or at any time the Company may request, Executive shall immediately deliver to the Company all of the Company’s property in Executive’s possession or under Executive’s control, including but not limited to all originals and copies of memoranda, notes, plans, records, reports, computer files, disks and tapes, thumb drives, printouts, worksheets, source code, software, programming work, and all documents, forms, records or other information, in whatever form it may exist, regarding the Company’s business, clients, products or services. Confidential Information does not include information that: (i) becomes generally known to the public subsequent to disclosure to Executive through no wrongful act of Executive or any representative of Executive; (ii) was known to the public prior to its disclosure to Executive; or (iii) Executive is required to disclose by applicable law, regulation or legal process. Additionally, the Parties acknowledge and agree that the obligations of this Section 8 shall be in addition to and shall not diminish any obligations that Executive may have to Company or any customer of Company under any separate Non-Disclosure and Confidentiality Agreement that Executive may execute during his employment with the Company.

9.                    Intellectual Property, Inventions and Patents. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company’s actual or anticipated business, research and development or existing or future products or services and which were or are conceived, developed, contributed to or made or reduced to practice by Executive (whether alone or jointly with others) while employed by the Company, whether before or after the date of this Agreement (“ Work Product ”), belong to the Company. Executive shall promptly disclose such Work Product to the Board of Directors of the Company and, at the Company’s expense, perform all actions reasonably requested by the Board of Directors of the Company (whether during or after the Term of Employment) to establish and confirm such ownership (including assignments, consents, powers of attorney and other instruments). Executive acknowledges that all copyrightable Work Product shall be

deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended, and that the Company shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to the Company all right, title and interest, including a copyright, in and to such copyrightable work. The foregoing provisions of this Section 9 shall not apply to any invention that Executive developed entirely on Executive’s own time without using the Company’s equipment, supplies, facilities or trade secret information, except for those inventions that (i) relate to the Company’s business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by Executive for the Company.

10.                Restrictive Covenants .

(a)                 Notification of New Employer . During Executive’s employment and for a period of twelve (12) months immediately following the termination of his employment with the Company, Executive will advise the Company of any new employer of his, or any other person or entity for whom he may perform services, within three (3) days after commencing to work for such employer or other person or entity. Executive hereby agrees to notify, and grant consent to notification by the Company to, any new employer, or other person or entity for whom he may perform services, of his obligations under this Agreement.

(b)                 Solicitation of Employees . Executive agrees that during his employment and for a period of twelve (12) months immediately following the termination of his employment with the Company for any reason, whether with or without cause, he will not directly or indirectly, for himself or any other person or entity:

(i)                  solicit, induce, recruit or encourage any of the Company’s employees, exclusive consultants or exclusive independent contractors or any person who provides services to the Company to terminate or reduce their employment or other relationship with the Company;

(ii)                hire any individual who is (or was, within the six (6) month period immediately preceding such hiring) an employee, exclusive consultant, or exclusive independent contractor of the Company; or

(iii)              attempt to do any of the foregoing.

(c)                 Solicitation of Customers . Executive agrees that during his employment and for a period of eighteen (18) months immediately following the termination of his employment with the Company for any reason, whether with or without cause, he will not directly or indirectly, (i) solicit, entice, or induce any Customer for the purpose of providing, or provide, products or services that are competitive with the products or services provided by the Company, or (ii) solicit, entice, or induce any Customer to terminate or reduce its business with (or refrain from increasing its business with) the Company.

As used in this Section 10(c), “ Customer ” means any person or entity to which the Company provided products or services (or was invested in products offered by the Company), and with which Executive had contact on behalf of the Company, within the last twelve (12) months of his employment with the Company.

(d)                 Noncompetition . Executive agrees that during his employment and for a period of eighteen (18) months immediately following the termination of his employment with the Company for any reason, whether with or without cause, he will not directly or indirectly:

(i)                  have any ownership interest in a Competitor other than (1) Bluerock or (2) passive investment of no more than 5% of the outstanding equity or debt securities of a Competitor; or

(ii)                engage in or perform services other than Personal Activities (whether as an employee, consultant, proprietor, partner, director or otherwise) for any Competitor, if such services either (1) are the same as or similar to (individually or in the aggregate) the services Executive performed for the Company during his employment with the Company, or (2) are performed with respect to products or services of the Competitor that are competitive with the products or services provided by the Company with which Executive was involved during his employment with the Company or about which he received Confidential Information during his employment with the Company.

As used in this section, “ Competitor ” means: (i) any private or publicly traded real estate investment trust, fund or other investment vehicle or program whose principal place of business is in the United States and whose business strategy is based on investing in, acquiring or developing multifamily real estate, whether directly or indirectly through joint ventures, or (ii) any entity whose principal place of business is in the United States and that advises (including any external advisor) such investment vehicles or programs.

The scope of the covenant set forth in Section 10(d) will be within or with respect to the United States. Executive acknowledges that the Company’s technology and products have nationwide application, including without limitation over the Internet and that such geographic scope is therefore reasonable.

(e)                 Non-Disparagement . The Company and Executive each acknowledge that any disparaging comments by either party against the other are likely to substantially depreciate the business reputation of the other party. The Company and Executive further agree that neither party will directly or indirectly defame, disparage, or publicly criticize the services, business, integrity, veracity or reputation of the of the other party, including but not limited to, the Company or its owners, officers, directors, or employees in any forum or through any medium of communication. Nothing in this Agreement will preclude Executive or the Company from supplying truthful information to any governmental authority or in response to any lawful subpoena or other legal process.

(f)                  Executive acknowledges and agrees that during his employment with Company he will owe the Company duties of good faith, loyalty and non-disclosure and such statutory duties that are applicable to an officer of the Company under the laws of the State of New York.

11.                Remedies . Executive acknowledges and agrees that the restrictions set forth in this Agreement are critical and necessary to protect the Company’s legitimate business interests; are reasonably drawn to this end with respect to duration, scope, and otherwise; are not unduly burdensome; are not injurious to the public interest; and are supported by adequate consideration. Executive agrees that it would be impossible or inadequate to measure and calculate the Company’s damages from any breach of the restrictions set forth herein. Accordingly, Executives agrees that if he breaches or threatens to breach any of such restrictions, the Company will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. Executive further agrees that no bond or other security will be required in obtaining such equitable relief and he hereby consents to the issuance of such injunction and to the ordering of specific performance. Executive further acknowledges and agrees that (a) any claim he may have against the Company, whether under this Agreement or otherwise, will not be a defense to enforcement of the restrictions set forth in this Agreement, (b) the circumstances of his termination of employment with the Company will have no impact on his obligations under this Agreement, and (c) this Agreement is enforceable by the Company and its respective subsidiaries, affiliates, successors and permitted assigns.

12.                LTIP General Provisions . Distributions on LTIPs will be paid from the date of grant; provided that, only for the Long Term Performance Awards, distributions until the last day of the three year performance period (or the date of forfeiture if earlier), shall be paid at the rate of ten percent (10%) of the distributions otherwise payable with respect to LTIPs granted under such Long Term Performance Awards;

provided further, with respect to each LTIP granted for Long Term Performance Awards and that vests in accordance with this Agreement, Executive shall be entitled to receive, as of the date of such vesting, a single cash payment equal to the distributions payable with respect thereto back to the date of grant, minus the distributions already paid in accordance with the preceding clause. The REIT will use its best efforts to ensure that there are sufficient shares of Common Stock and/or LTIPs available under a shareholder approved equity plan of the REIT to provide for the equity grants described in Sections 3(b) and 4 of this Agreement; however, in the event there are insufficient shares of Common Stock and/or LTIPs available under a shareholder approved equity plan of the REIT to support any such grant of any LTIPs, on the vesting date of any LTIP grant contemplated pursuant to Section 3(b) or 4, as applicable, had such LTIPs been granted as provided therein, the Company shall make a cash payment to Executive equal to the number of LTIPs that would have vested on such date multiplied by (a) to the extent the Economic Capital Account Balance of the LTIPs has not achieved capital account equivalence with a Common Unit held by the General Partner as of such date (assuming, for purposes of this clause (a) that the LTIPs had been granted and treated as outstanding under and received allocations and/or adjustments pursuant to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., as amended (the “ LP Agreement ”)), an amount equal to such deemed Economic Capital Account Balance of the LTIPs, and (b) to the extent the Economic Capital Account Balance of the LTIPs has achieved capital account equivalence with a Common Unit held by the General Partner as of such date (assuming, for purposes of this clause (b) that the LTIPs had been granted and treated as outstanding under and received allocations and/or adjustments pursuant to the LP Agreement), an amount equal to the average of the closing sales price of the Common Stock for the 10 trading dates preceding the vesting date. The capitalized terms used in this section, if not otherwise defined in this Agreement, will have the meanings set forth in the LP Agreement.

13.                Additional Acknowledgments .

(a)                 Executive and the Company each agree and intend that Executive’s obligations under this Agreement (to the extent not perpetual) be tolled during any period that Executive is in breach of any of the obligations under this Agreement, so that the Company is provided with the full benefit of the restrictive periods set forth herein.

(b)                 Executive also agrees that, in addition to any other remedies available to the Company and notwithstanding any provision of this Agreement to the contrary, in the event Executive breaches in any material respect any of his obligations under Sections 8, 9 or 10, the Company shall immediately cease all payments and benefits (including vesting of equity-based awards) under Section 5 and will have no further obligations thereunder.

(c)                 Executive and the Company further agree that, in the event that any provision of Section 10 is determined by a court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic scope or too great a range of activities, that provision will be deemed to be modified to permit its enforcement to the maximum extent permitted by law. Each of Executive and the Company acknowledges and agrees that the Company will suffer irreparable harm from a breach by Executive of any of the covenants or agreements contained in Sections 8, 9, or 10. Executive further acknowledges that the restrictive covenants set forth in those Sections are of a special, unique, and extraordinary character, the loss of which cannot be adequately compensated by monetary damages. Executive agrees that the terms and provisions of Sections 8, 9, or 10 are fair and reasonable and are reasonably required for the protection of the Company in whose favor such restrictions operate. Executive acknowledges that, but for Executive’s agreements to be bound by the restrictive covenants set forth in Sections 8, 9, or 10, the Company would not have entered into this Agreement. In the event of an alleged or threatened breach by Executive of any of the provisions of Sections 8, 9, or 10, the Company or its successors or assigns may, in addition to all other rights and remedies existing in its or their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other equitable relief in order to enforce or prevent any violations of the provisions hereof (including, without limitation, the

extension of the noncompetition period or nonsolicitation period, as applicable, by a period equal to the duration of the violation).

(d)                 Executive and the Company further agree that REIT Operator is the employer of Executive for all U.S. federal income tax and employment tax purposes. In accordance with such status, to the extent that any provision herein permits the Company to control, supervise, or otherwise determine the rights, responsibilities, or obligations of Executive hereunder; to remunerate, reimburse, or otherwise provide any economic benefit to Executive hereunder (or to determine the amount of such payments or benefits); or to otherwise initiate, terminate, or otherwise alter the terms of Executive’s employment with REIT Operator hereunder, it is acknowledged and agreed by all parties hereto that such actions are taken on behalf of REIT Operator, which hereby grants all necessary power and authority to the Company to take such actions on behalf of REIT Operator.

14.                Executive’s Cooperation . During the Term of Employment and, to the extent that the Company pays Executive’s actual, reasonable and documented legal fees for legal counsel, also for a reasonable period thereafter, Executive shall reasonably cooperate with the Company in any internal investigation, any administrative, regulatory or judicial investigation or proceeding or any dispute with a third party as reasonably requested by the Company to the extent that such investigation, proceeding or dispute may relate to matters in which Executive has knowledge as a result of Executive’s employment with the Company or Executive’s serving as an officer or director of the Company (including Executive being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s request, after reasonable notice, to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Executive’s possession, all at times and on schedules that are reasonably consistent with Executive’s other permitted activities and commitments). Without limiting the generality of the foregoing, to the extent that the Company seeks such assistance, the Company shall use reasonable business efforts, whenever possible, to provide Executive with reasonable advance notice of its need for Executive’s assistance and will attempt to coordinate with Executive the time and place at which Executive’s assistance will be provided with the goal of minimizing the impact of such assistance on any other material pre-scheduled business commitment that Executive may have. In the event the Company requires Executive’s reasonable assistance or cooperation in accordance with this Section 14, the Company shall reimburse Executive solely for reasonable travel expenses (including lodging and meals) upon submission of receipts and, for cooperation following the Term of Employment, Executive’s actual, reasonable and documented legal fees.

15.                Executive’s Representations . Executive hereby represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound, (b) Executive is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person or entity and (c) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that Executive has consulted with independent legal counsel regarding Executive’s rights and obligations under this Agreement and that Executive fully understands the terms and conditions contained herein.

16.                Corporate Opportunity . Executive agrees that during his Term of Employment and for a period of twenty-four (24) months immediately following the termination of his employment with the Company for any reason, whether with or without Cause, Executive will not use opportunities discovered in the course of his employment hereunder for his own personal gain or benefit. For example, if in in any capacity described in Section 2 of this Agreement, Executive is approached about or otherwise becomes aware of a potential investment or other business transaction that may be appropriate for the Company,

Executive will not take that opportunity for himself, or share or disclose it to any third party, but rather Executive will bring it to the attention of the Chief Executive Officer or the Board of Directors.

17.                Insurance for Company’s Own Behalf . The Company may, at its discretion, apply for and procure in its own name and for its own benefit life and/or disability insurance on Executive in any amount or amounts considered advisable. Executive agrees to cooperate in any medical or other examination, supply any information and execute and deliver any applications or other instruments in writing as may be reasonably necessary to obtain and constitute such insurance.

18.                Withholding. The Company shall be entitled to deduct or withhold from any amounts owing from the Company to Executive any federal, state, local or foreign withholding taxes, excise tax, or employment taxes that it reasonably determines are required to be imposed with respect to Executive’s compensation or other payments or benefits from the Company or Executive’s ownership interest in the Company (including wages, bonuses, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity).

19.                Survival . The rights and obligations of the parties under this Agreement shall survive as provided herein or if necessary or desirable to accomplish the purposes of other surviving provisions following the termination of Executive’s employment with the Company, regardless of the manner of or reasons for such termination.

20.                Notices . All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally against written receipt or mailed by prepaid first class certified mail, return receipt requested, or mailed by overnight courier prepaid, to (a) Executive at the address on file with the Company, and (b) Company at the following address:

Notices to the Company:

Bluerock REIT Operator, LLC

c/o Bluerock Residential Growth REIT, Inc.

712 Fifth Avenue, 9 ^th Floor

New York, NY 10019

Attention: Chair of the Board of Directors

Notices to Executive:

c/o Bluerock Residential Growth REIT, Inc.

712 Fifth Avenue, 9 ^th Floor

New York, NY 10019

All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section 20, be deemed given on the day so delivered, or, if delivered after 5:00 p.m. local time or on a day other than a Saturday, Sunday or any day on which banks located in the State of New York are authorized or obligated to close (a “ Business Day ”), then on the next proceeding Business Day, (ii) if delivered by certified mail in the manner described above to the address as provided in this Section 20, be deemed given on the earlier of the third Business Day following mailing or upon receipt and (iii) if delivered by overnight courier to the address as provided for in this Section 20, be deemed given on the earlier of the first Business Day following the date sent by such overnight courier or upon receipt, in each case regardless of whether such notice, request or other communication is received by any other Person to whom a copy of

such notice is to be delivered pursuant to this Section 20. Any party hereto from time to time may change its address or other information for the purpose of notices to that party by giving notice specifying such change to the other party hereto.

21.                Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

22.                Entire Agreement . This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. For the avoidance of doubt, Executive shall not be eligible to participate in any severance plan or program during the Term of Employment to the extent such participation would result in a duplication of benefits. This Agreement will control the vesting and payment of any short term or long term incentive compensation (including equity compensation whether settleable in cash or Common Stock) to the extent this Agreement provides for more favorable vesting regardless of whether such awards are granted after the Effective Date.

23.                No Strict Construction . The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

24.                Counterparts . This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

25.                Successors and Assigns . This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective heirs, successors and assigns, except that Executive may not assign Executive’s rights or delegate Executive’s duties or obligations hereunder without the prior written consent of the Company. The Company may only assign this Agreement to a successor to all or substantially all of the business and/or assets of the Company. As used in this Agreement, “Company” shall mean the Company and any successor to its business and/or assets, which assumes and agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise.

26.                Choice of Law . All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

27.                Amendment and Waiver . The provisions of this Agreement may be amended or waived only with the prior written consent of the Company (as approved by the Board of Directors of the Company) and Executive, and no course of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of this Agreement (including the Company’s right to terminate the Term of Employment for Cause) shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement.

28.                Consent to Jurisdiction . EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING

ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL, RETURN RECEIPT REQUESTED, TO SUCH PARTY’S RESPECTIVE ADDRESS SET FORTH ABOVE SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING IN THE STATE OF NEW YORK WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION IN THIS SECTION 27. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IN THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK, AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

29.                Waiver of Jury Trial . AS A SPECIFICALLY BARGAINED-FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

30.                Section 409A.

(a)                 Interpretation. Notwithstanding the other provisions hereof, this Agreement is intended to comply with the requirements of Section 409A of the Code and regulations thereunder (“ Section 409A ”) or any exemption thereunder, to the extent applicable, and this Agreement shall be interpreted accordingly. If necessary, any provisions of this Agreement that would otherwise violate Section 409A shall be deemed amended to comply with Section 409A. For purposes of Section 409A, each payment made under this Agreement shall be treated as a separate payment. In no event may Executive, directly or indirectly, designate the calendar year of any payment that constitutes deferred compensation for purposes of Section 409A. To the extent any payment or benefit provided under Sections 5 or 6 is contingent upon Executive’s execution of the general release of claims described in Section 5(d)(ii), if such payment or benefit constitutes deferred compensation for purposes of Section 409A and the 60-day period described in Section 5(d)(ii) spans calendar years, such payment and/or benefit shall be paid or commence, as applicable, in the latter calendar year. Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments or benefits hereunder that constitute deferred compensation for purposes of Section 409A only upon a “separation from service” within the meaning of Section 409A.

(b)                 Payment Delay . Notwithstanding any provision to the contrary in this Agreement, if on the date of Executive’s termination of employment, Executive is a “specified employee” (as such term is used in Section 409A), then any amounts payable to Executive that constitute deferred compensation for purposes of Section 409A that are payable due to Executive’s termination of employment shall be postponed and paid (without interest) to Executive in a lump sum on the date that is six (6) months and one (1) day following Executive’s “separation from service” with the Company (or any successor thereto); provided, however, that if Executive dies during such six-month period and prior to payment of the postponed cash amounts hereunder, the amounts delayed on account of Section 409A shall be paid to the personal representative of Executive’s estate on the sixtieth (60th) day after Executive’s death.

(c)                 Reimbursements . All reimbursements provided under this Agreement that constitute deferred compensation under Section 409A shall be made or provided in accordance with the

requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the taxable year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.

* * * * *

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

Exhibit 10.4

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “ Agreement ”) by and between Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “ REIT ”), Bluerock Residential Holdings, L.P, a Delaware limited partnership, the operating partnership subsidiary of the REIT (the “ Operating Partnership ”), and the Operating Partnership’s subsidiary, Bluerock REIT Operator, LLC, a Delaware limited liability company (“ REIT Operator ” and, together with the REIT and the Operating Partnership, the “ Company ”), and James G. Babb (“ Executive ”) is dated as of the Effective Date.

WHEREAS, the parties originally entered into an Employment Agreement (the “ Original Agreement ”) on August 3, 2017 and desire to amend and restate the Original Agreement to delay the grant and issuance of certain awards hereunder and change their respective vesting periods; and

WHEREAS, REIT Operator desires to employ Executive and Executive desires to be employed by REIT Operator to provide services for the Company on the terms contained herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.                    Term of Employment .

(a)                 Subject to the terms and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.

(b)                 The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “ Effective Date ”) and continue for an initial term through December 31, 2020 (the “ Initial Term ”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “ Renewal Term ”); provided, however, that either the Company or Executive may elect not to extend the Term of Employment by giving written notice to the other party at least sixty (60) days prior to any such anniversary date (a “ Non-Renewal ”). The period commencing on the Effective Date and ending at the end of the Initial Term or any Renewal Term (or earlier termination of Executive’s employment hereunder) shall hereinafter be referred to as the “ Term of Employment ” or “ Term .” If the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effect.

2.                    Position; Duties and Responsibilities .

(a)                 During the Term of Employment, Executive will be employed by the REIT Operator and will serve as the Chief Investment Officer of the REIT, reporting directly to the Chief Executive Officer. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as

may reasonably be assigned to Executive as the Chief Executive Officer or the Board of Directors of the REIT (the “ Board of Directors ” or the “ Board ”) shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Partnership, and the operating agreement of REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company.

(b)                 During the Term of Employment, Executive will, without additional compensation, also serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries of the Company as the Chief Executive Officer may, from time to time, request.

(c)                 During the Term of Employment, Executive will serve the Company faithfully, diligently, and to the best of his ability and will devote substantially all of his business time and attention to the performance of his duties hereunder, and shall have no other employment (unless approved by the Chief Executive Officer); provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for himself and his family, (iv) devoting time as he determines in good faith to be necessary or appropriate to fulfill his duties to Bluerock Real Estate, LLC and its affiliates (“ Bluerock ”), or (v) accepting directorships or similar positions (together, the “Personal Activities”), in each case so long as the Personal Activities do not unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties to the Company under this Agreement or the restrictive covenants set forth in Section 10 of this Agreement.

(d)                 During the Term of Employment, Executive shall perform the services required by this Agreement at the Company’s principal offices located in New York, New York (the “ Principal Location ”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

3.                    Compensation and Benefits .

(a)                 Base Salary . During the Term of Employment, Executive will be entitled to receive an annualized base salary (the “ Base Salary ”) of not less than $325,000. The Base Salary shall be paid in accordance with REIT Operator’s normal payroll practices, but no less often than semi-monthly.

(b)                 Incentive Compensation . In addition to the Base Salary, Executive shall be entitled to participate in any short-term and long-term incentive programs (including without limitation equity compensation plans) established by the Company, including for its senior level executives. However, during the Term of Employment, and subject to subsection (e) below, such arrangements will include:

(1)     Annual Performance Bonus . In each calendar year of the Term of Employment, Executive shall be eligible to receive an annual incentive bonus (the “ Annual Bonus ”) payable in cash, pursuant to the performance criteria and targets established and administered by the Board (or a committee of directors to whom such responsibility has been delegated by the Board), with a target Annual Bonus of at least 100% of his Base Salary. The Annual Bonus payable to Executive each year shall be determined and payable as soon as practicable after year-end for such year (but no later than March 15 ^th ). The Executive’s cash bonus for the stub period of 2017 will be determined in the reasonable business judgment of the Board or another committee of directors to whom such responsibility has been delegated by the Board. To be entitled to receive any Annual Bonus, except as otherwise provided in Sections 5(c) and 5(d), Executive must remain employed through the last day of the calendar year to which the Annual Bonus relates.

(2)     Long-Term Equity Incentives . In connection with the Company’s long term incentive plan as established by the Board (or a committee of directors to whom such responsibility has been delegated by the Board) on a rolling three year basis:

a.                    Time-Vested Performance Equity Award . At the beginning of each year of the Term of Employment beginning with the year ending December 31, 2018, Executive shall be granted an annual award of time-vested equity in the form of long term incentive plan units of the Operating Partnership (“ LTIPs ”) (the “ Annual LTIP Award ”). The number of LTIPs to be issued pursuant to the Annual LTIP Award shall be determined by dividing an amount no less than $200,000 by the volume weighted average price of a share of the REIT’s Class A Common Stock, as reported on the NYSE MKT (or then-applicable Exchange), for the twenty (20) trading days immediately preceding the date of grant of such LTIP award. In addition, as of January 1, 2018, Executive shall be granted a pro-rated Annual LTIP Award for the 2017 stub period from the Effective Date through December 31, 2017, with the number of LTIPs granted to be determined based on the pro-rated dollar amount of the Annual LTIP Award, divided by the volume weighted average price of a share of the REIT’s Class A Common Stock, as reported on the NYSE MKT (or then-applicable Exchange), for the twenty (20) trading days immediately preceding (but not including) January 1, 2018. Each Annual LTIP Award (except the prorated award granted on January 1, 2018 for the 2017 stub period) will vest and become nonforfeitable in three equal installments on the effective date of each anniversary of grant, subject to provisions set forth in Sections 3(f) and 5 of this Agreement. The prorated award granted on January 1, 2018 for the 2017 stub period will vest and become nonforfeitable as follows: (i) the first installment on December 31, 2018 in the amount of one-third (1/3) of the 2017 stub period award and (ii) the second and third installments on the second and third anniversary of the Effective Date, respectively, in the amount of one-third (1/3) of the 2017 stub period award, in each case subject to provisions set forth in Sections 3(f) and 5 of this Agreement.

b.                   Long Term Equity Performance Award . At the beginning of each year of the Term of Employment beginning with the year ending December 31, 2018, Executive shall be granted an annual performance award of equity in the form of LTIPs for a three-year performance period, which award shall be subject to performance criteria and targets established and administered by the Board (or the compensation committee of the Board (the “ Compensation Committee ”) or another committee of directors to whom such responsibility has been delegated by the Board) (the “ Long Term Performance Award ”). The number of LTIPs to be issued pursuant to the Long Term Performance Award shall be no fewer than 150% of the Annual LTIP Award. Satisfaction of the performance criteria and targets established and administered by the Board (or the Compensation Committee or another committee of directors to whom such responsibility has been delegated by the Board) with respect to each Long Term Performance Award will be determined by the Board (or the Compensation Committee or such other committee to whom such responsibility has been delegated) and, to the extent earned, will thereupon vest and become nonforfeitable effective as of the last day of the performance period, subject to provisions set forth in Sections 3(f) and 5 of this Agreement.

(c)                 Employee Benefit Programs and Fringe Benefits . During the Term of Employment, Executive will be eligible to participate in all executive incentive and employee benefit programs of the Company made available to the Company’s senior level executives generally, as such programs may be in effect from time to time; provided that nothing herein shall prevent the Company from amending or terminating any such programs pursuant to the terms thereof (except to the extent the amendment or termination would prevent the Company from satisfying its obligations under Sections 3(a), 3(b) and 4). The REIT Operator will reimburse Executive for any and all necessary, customary and usual business expenses incurred and paid by Executive in connection with his employment upon presentation to the Company of reasonable substantiation and documentation, and in accordance with, and subject to the terms and conditions of, applicable Company policies. During the Term, Executive shall be

entitled to paid vacation and, if applicable paid time off, per year of the Term (as pro-rated for any stub employment period) in accordance with the Company’s policy on accrual and use applicable to employees as in effect from time to time, but in no event shall Executive accrue less than four (4) weeks of vacation per calendar year (pro-rated for any stub employment period).

(d)                 Insurance; Indemnification . Executive shall be covered by such comprehensive directors’ and officers’ liability insurance and errors and omissions liability insurance as the Company or the REIT shall have established and maintained in respect of its directors and officers generally and at its expense, and the Company or the REIT shall cause such insurance policies to be maintained in a manner reasonably acceptable to Executive both during and, in accordance with Section 5(i) below, after Executive’s employment with the Company. Executive shall also be entitled to indemnification rights, benefits and related expense advances and reimbursements to the same extent as any other director or officer of the Company or the REIT and to the maximum extent permitted under applicable law pursuant to an indemnification agreement, including “tail” coverage following termination of service (the “ Indemnification Agreement ”).

(e)                 Annual Review . Beginning in 2018, the Compensation Committee of the Board of Directors (the “ Compensation Committee ”) will undertake a formal review of the amounts payable and potentially payable to Executive pursuant to this Section 3 (the “ Compensation and Benefits ”) no less frequently than annually. The Compensation Committee shall be entitled to make all determinations relating to this Section 3(e) in its sole discretion; provided, however, that neither the Compensation Committee nor the Company shall be entitled to decrease Executive’s Base Salary or the annual or long-term target incentive opportunities (as referenced in Section 3(b)).

(f)                  Clawback/Recoupment . Notwithstanding any other provisions in this Agreement to the contrary, any compensation provided to, or gain realized by, Executive pursuant to this Agreement or any other agreement or arrangement with the Company shall be subject to repayment and/or forfeiture by Executive to the Company if and to the extent any such compensation or gain (i) is or becomes subject to the “clawback” policy adopted by the REIT and in effect as of the date hereof that is applicable to Executive and other similarly situated executives, or (ii) is, or in the future, becomes subject to, any law, rule, requirement or regulation which imposes mandatory recoupment or forfeiture, under circumstances set forth in such law, rule, requirement or regulation.

4.                    Initial Commitment Award . On January 1, 2018, Executive shall be granted an award of LTIPs (the “ Initial Commitment Award ”). The number of LTIPs to be issued pursuant to this Section 4 shall be determined by dividing $1,250,000 by the volume weighted average price of a share of the REIT’s Class A Common Stock, as reported on the NYSE MKT (or then-applicable Exchange), for the twenty (20) trading days immediately preceding the date of grant. The Initial Commitment Award will vest and become nonforfeitable as follows: (i) the first installment on December 31, 2018 in the amount of one-fifth (1/5) of the Initial Commitment Award and (ii) the second through fifth installments on the second through fifth anniversary of the Effective Date, respectively, in an amount equal to one-fifth (1/5) of the Initial Commitment Award, in each case subject to provisions set forth in Sections 3(f) and 5 of this Agreement.

5.                    Termination of Employment .

(a)                 Termination Due to Disability . The Company may cause the REIT Operator to terminate Executive’s employment, to the extent permitted by applicable law, if Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of

not less than twelve (12) months, actually receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company (“ Disability ”). If Executive’s employment is terminated under this Section 5(a) for Disability, (A) the Company shall pay to Executive the Accrued Benefits pursuant to Section 5(i) below, and (B) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to, each Annual LTIP Award and the Initial Commitment Award), shall become fully vested as of Executive’s date of termination for Disability and (y) that are subject to performance-based vesting conditions (including each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests pursuant to clause (y) will be pro-rated for the actual number of days in the applicable vesting period preceding the date of termination of Executive’s employment.

(b)                 Termination Due to Death . Executive’s employment shall terminate automatically upon Executive’s death during the Term of Employment. If Executive’s employment is terminated because of Executive’s death, (i) the Company shall pay to Executive’s executor, legal representative, administrator or designated beneficiary, as applicable, the Accrued Benefits pursuant to Section 5(i) below, and (ii) Executive’s executor, legal representative, administrator or designated beneficiary, as applicable, shall be entitled to all of Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to, each Annual LTIP Award and the Initial Commitment Award), which shall become fully vested as of Executive’s date of termination and (y) that are subject to performance-based vesting conditions (including each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests and becomes payable pursuant to clause (y) will be pro-rated for the actual number of days in the applicable performance period preceding Executive’s death. Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive’s executors, legal representatives, administrators, heirs or assigns or any other person claiming under or through Executive.

(c)                 Company Non-Renewal . In the event that Executive’s employment is terminated by reason of a Non-Renewal by the Company and Executive is willing and able, at the time of such Non-Renewal, to continue performing services on the terms and conditions set forth herein for the Renewal Term that would have occurred but for the Non-Renewal, then Executive shall be entitled to the payments and benefits provided in Section 5(d) below, subject to the terms and conditions of Section 5(d) including the Release Requirement.

(d)                 Termination by the Company Without Cause or by Executive for Good Reason . The Company may cause the REIT Operator to terminate Executive’s employment at any time without Cause (as provided in Section 7) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s employment by resigning for Good Reason (as provided in Section 7) upon not less than sixty (60) days’ prior written notice of such resignation to the Company. Upon any such termination of Executive’s employment without Cause or for Good Reason, Executive shall be entitled to receive the following:

(i)                  The Accrued Benefits, pursuant to Section 5(i) below; and

(ii)                if Executive signs a general release of claims in favor of the Company in substantially the same form as attached hereto as Exhibit A , and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “ Release Requirement ”):

(1)                 the Company shall pay Executive a cash amount (the “ Severance Amount ”) equal to two (2) (the “ Severance Multiple ”) times the sum of (A) his then-current Base Salary and (B) the average of the Annual Bonuses paid to Executive in accordance with Section 3(b) hereof for the two years preceding the termination; provided, however, if Executive’s termination pursuant to this Section 5(d) occurs (I) during the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established for Executive) (“ Target Bonus ”) will be used in lieu of the average described in Section 5(d)(ii)(1)(B), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination);

(2)                 within sixty (60) days following the effective date of termination, the Company shall pay Executive an amount equal to Executive’s Target Bonus for the then-current calendar year of Executive’s employment (annualized, to the extent the 2017 Target Bonus is used), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment;

(3)                 Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of Executive’s termination and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests pursuant to clause (y) will be pro-rated for the actual number of days in the applicable vesting period preceding the effective date of Executive’s termination of employment; and

(4)                 if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to applicable law, the REIT Operator will reimburse Executive for 100% of the COBRA premiums incurred by Executive for Executive and his dependents under such health care plan during the duration of Executive’s COBRA continuation period.

(e)                 Termination by the Company for Cause . The Company may cause the REIT Operator to terminate Executive’s employment at any time for Cause pursuant to the provisions of Section 7(a) below, in which event as of the effective date of such termination all payments and benefits under this Agreement shall cease and all then unvested awards or benefits shall be forfeited, except for the continuing obligation to pay Executive his Accrued Benefits.

(f)                  Voluntary Termination by Executive without Good Reason . Executive may voluntarily terminate his employment without Good Reason upon sixty (60) days’ prior written notice. In any such event, after the effective date of such termination, no further payments or benefits shall be due under this Agreement and all then unvested awards or benefits shall be forfeited, except for the obligation to pay Executive after the effective date of such termination his Accrued Benefits. For the avoidance of doubt, Non-Renewal by Executive shall constitute a termination under this Section 5(f).

(g)                 Notice of Termination . Any termination of Executive’s employment shall be communicated by a written notice of termination to the other party hereto given in accordance with Section 20 and shall specify the termination date in accordance with the requirements of this Agreement.

(h)                 Resignation of All Other Positions . Upon termination of Executive’s employment for any reason, Executive shall be deemed to have resigned from all positions that Executive holds as an officer of the Company or any affiliate of the Company, and from all positions that he holds as a member of the Board of Directors (or a committee thereof) or the board of directors (or a committee thereof) of any subsidiary or affiliate of the REIT, unless otherwise mutually agreed with the Board of Directors, and shall take all actions reasonably requested by the Company to effectuate the foregoing.

(i)                  General Provisions . (1) Upon any termination of Executive’s employment, Executive shall be entitled to receive the following: (A) any unpaid Base Salary and accrued but unused vacation and/or paid time off (determined in accordance with Company policy) through the date of termination (paid in cash within 30 days, or such shorter period required by applicable law, following the effective date of termination), (B) reimbursement for all necessary, customary and usual business expenses and fees incurred and paid by Executive prior to the effective date of termination, in accordance with Section 3(c) above (payable in accordance with the Company’s expense reimbursement policy), and (C) vested benefits, if any, to which Executive may be entitled under the Company’s employee benefit plans, including those as provided in Section 3(c) above (payable in accordance with the applicable employee benefit plan), and directors and officers liability coverage pursuant to Section 3(d) for actions and inactions occurring during the Term, and continued coverage for any actions or inactions by Executive while providing cooperation under this Agreement (collectively, “ Accrued Benefits ”).

(2) During any notice period required under Section 5 or Section 7, as applicable, (A) Executive shall remain employed by the Company and shall continue to be bound by all the terms of this Agreement and any other applicable duties and obligations to the Company, (B) the Company may direct Executive not to report to work, and (C) Executive shall only undertake such actions on behalf of the Company, consistent with his position, as expressly directed by the Chief Executive Officer.

The parties agree that a termination of Executive’s employment pursuant to this Section 5 will not be a breach of this Agreement and does not relieve either party of its other obligations hereunder.

6.                    Change in Control .

(a)                 Termination Without Cause or Resignation for Good Reason Upon or After a Change in Control . If, upon or within eighteen (18) months after a Change in Control (as defined below), Executive’s employment is terminated pursuant to Section 5(c) or 5(d), the provisions of Sections 5(d)(i) and (ii) shall then apply except that the Severance Multiple set forth in Section 5(d)(ii)(1) shall be three.

(b)                 Code Section 280G .

(i)                  Treatment of Payments . Notwithstanding anything in this Agreement or any other plan, arrangement or agreement to the contrary, in the event that an independent, nationally recognized, accounting firm which shall be designated by the Company with Executive’s written consent (which consent shall not be unreasonably withheld) (the “ Accounting Firm ”) shall determine that any payment or benefit received or to be received by Executive from the Company or any of its affiliates or from any person who effectuates a change in control or effective control of the Company or any of such person’s affiliates (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, the “ Total Payments ”) would fail to be deductible under Section 280G of the Internal Revenue Code of 1986, as amended (the “ Code ”), or otherwise would be

subject (in whole or part) to the excise tax imposed by Section 4999 of the Code (the “ Excise Tax ”) then the payments or benefits to be received by Executive that are subject to Section 280G or 4999 of the Code shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax, but such reduction shall occur if and only to the extent that the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes, and employment, Social Security and Medicare taxes on such reduced Total Payments), is greater than or equal to the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes and employment, Social Security and Medicare taxes on such Total Payments and the amount of Excise Tax (or any other excise tax) to which Executive would be subject in respect of such unreduced Total Payments). For purposes of this Section 6(b)(i), the above tax amounts shall be determined by the Accounting Firm, applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied (or is likely to apply) to Executive’s taxable income for the tax year in which the transaction which causes the application of Section 280G or 4999 of the Code occurs, or such other rate(s) as the Accounting Firm determines to be likely to apply to Executive in the relevant tax year(s) in which any of the Total Payments is expected to be made. If the Accounting Firm determines that Executive would not retain a larger amount on an after-tax basis if the Total Payments were so reduced, then Executive shall retain all of the Total Payments.

(ii)                Ordering of Reduction . In the case of a reduction in the Total Payments pursuant to Section 6(b)(i), the Total Payments will be reduced in the following order: (A) payments that are payable in cash (and that are not deferred compensation within the meaning of Section 409A of the Code) that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (B) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) (and that are not deferred compensation within the meaning of Section 409A of the Code), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (C) payments that are payable in cash (and that are not deferred compensation within the meaning of Section 409A of the Code) that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (D) payments and benefits (that are not deferred compensation within the meaning of Section 409A of the Code) due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (E) all other cash or non-cash benefits not otherwise described in above will be next reduced pro-rata with any payments or benefits that are deferred compensation within the meaning of Section 409A of the Code being reduced last.

(iii)        Certain Determinations . For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (A) no portion of the Total Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (B) no portion of the Total Payments will be taken into account which, in the opinion of the Accounting Firm, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of the Accounting Firm, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Accounting Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. Executive and the Company shall furnish such documentation and documents as may be necessary for the Accounting Firm to perform the requisite calculations and analysis under this Section 6(b) (and shall cooperate to the extent necessary

for any of the determinations in this Section 6(b)(iii) to be made), and the Accounting Firm shall provide a written report of its determinations hereunder, including detailed supporting calculations. If the Accounting Firm determines that aggregate Total Payments should be reduced as described above, it shall promptly notify Executive and the Company to that effect. In the absence of manifest error, all determinations by the Accounting Firm under this Section 6(b) shall be binding on Executive and the Company and shall be made as soon as reasonably practicable following the later of Executive’s date of termination of employment or the date of the transaction which causes the application of Section 280G of the Code. The Company shall bear all costs, fees and expenses of the Accounting Firm and any legal counsel retained by the Accounting Firm.

(iv)        Additional Payments . If Executive receives reduced payments and benefits by reason of this Section 6(b) and it is established pursuant to a determination of a court of competent jurisdiction which is not subject to review or as to which the time to appeal has expired, or pursuant to an Internal Revenue Service proceeding, that Executive could have received a greater amount without resulting in any Excise Tax, then the Company shall thereafter pay Executive the aggregate additional amount which could have been paid without resulting in any Excise Tax as soon as reasonably practicable following such determination.

7.                    Definitions .

(a)                 “ Cause ” shall mean any of the following grounds for termination of Executive’s employment:

(i)                     Executive’s conviction of, or plea of guilty or nolo contendere to, a felony (excluding traffic-related felonies), or any financial crime involving the Company (including, but not limited to, fraud, embezzlement or misappropriation of Company assets) which termination shall become effective immediately as of the date the Board of Directors determines to terminate this Agreement, which action must be taken on or after the date of such conviction or plea or within sixty (60) days thereafter;

(ii)                Executive’s willful and gross misconduct in the performance of his duties (other than by reason of his incapacity or disability) it being expressly understood that the Company’s dissatisfaction with Executive’s performance shall not constitute Cause;

(iii)              Executive’s continuous, willful and material breach of this Agreement after written notice of such breach has been given by the Board in its reasonable discretion exercised in good faith; provided that, in no event shall any action or omission in subsection (ii) or (iii) constitute “Cause” unless (1) the Company gives notice to Executive stating that Executive will be terminated for Cause, specifying the particulars thereof in reasonable detail and the effective date of termination (which shall be no less than ten (10) business days following the date on which such written notice is received by Executive) (the “ Cause Termination Notice ”), (2) the Company provides Executive and his counsel with an opportunity to appear before the Board to rebut or dispute the alleged reason for termination on a specified date that is at least three (3) business days following the date on which the Cause Termination Notice is given, but prior to the stated termination date described in clause (1), and (3) a majority of the Board (calculated without regard to Executive, if applicable) determines that Executive has failed to materially cure or cease such misconduct or breach within ten (10) business days after the Cause Termination Notice is given to him. For purposes of the foregoing sentence, no act, or failure to act, on Executive’s part shall be considered willful unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company, and any act or omission by Executive pursuant to the authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel to the Company will be deemed made in good faith and in the best interest of the Company.

(b)                 “ Good Reason ” shall mean, without Executive’s consent:

(i)                  the assignment to Executive of duties or responsibilities substantially inconsistent with Executive’s title at the Company or a material diminution in Executive’s title, authority or responsibilities; provided, that, a change in title or modification of authority or responsibilities in connection with hiring new or elevating other executives as reasonably required or commensurate with the growth of the Company shall not constitute Good Reason;

(ii)                A material reduction in Executive’s Base Salary or the annual or long-term target incentive opportunities (as referenced in Section 3(b)) during the Term;

(iii)              A continuous, willful and material breach by the Company of this Agreement; or

(iv)               the relocation (without the written consent of Executive) of Executive’s principal place of employment by more than thirty-five (35) miles from the Principal Location.

Notwithstanding the foregoing, (1) Good Reason shall not be deemed to exist unless notice of termination on account thereof (specifying a termination date of at least sixty (60) days but no more than ninety (90) days from the date of such notice) is given no later than ninety (90) days after the time at which the event or condition purportedly giving rise to Good Reason first occurs or arises and (2) if there exists an event or condition that constitutes Good Reason, the Company shall have thirty (30) days from the date notice of such termination is received to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder; provided, however, that the Company’s right to cure such event or condition shall not apply if there have been repeated breaches by the Company.

(c)                 “ Change in Control ” shall have the same meaning as the term “Change of Control” set forth in the Bluerock Residential Growth REIT, Inc. Second Amended and Restated 2014 Equity Incentive Plan for Individuals Effective on the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017).

8.                    Confidentiality/Non-Disclosure . Executive acknowledges that, in the course of his employment with the Company, he has become and/or will become acquainted and trusted with (a) certain confidential information and trade secrets, which confidential information includes, but is not limited to, proprietary software, customer lists and information, information concerning the Company’s finances, business practices, long-term and strategic plans and similar matters, information concerning the Company’s formulas, designs, methods of business, trade secrets, technology, business operations, business records and files, and any other information that is not generally known to the public or within the industry or trade in which the Company competes and was not known to Executive prior to his employment with the Company, and (b) information of third parties that the Company is under a duty to maintain as confidential (collectively, “ Confidential Information ”). Except in furtherance of his duties hereunder, Executive agrees that he will not cause any Confidential Information to be disclosed to third parties without the prior written consent of the Company and that he will not, without the prior written consent of the Company, divulge or make any use of such Confidential Information, except as may be required by law and/or to fulfill his obligations hereunder. Upon the termination of Executive’s employment for whatever reason, or at any time the Company may request, Executive shall immediately deliver to the Company all of the Company’s property in Executive’s possession or under Executive’s control, including but not limited to all originals and copies of memoranda, notes, plans, records, reports, computer files, disks and tapes, thumb drives, printouts, worksheets, source code, software, programming work, and all documents, forms, records or other information, in whatever form it may exist, regarding

the Company’s business, clients, products or services. Confidential Information does not include information that: (i) becomes generally known to the public subsequent to disclosure to Executive through no wrongful act of Executive or any representative of Executive; (ii) was known to the public prior to its disclosure to Executive; or (iii) Executive is required to disclose by applicable law, regulation or legal process. Additionally, the Parties acknowledge and agree that the obligations of this Section 8 shall be in addition to and shall not diminish any obligations that Executive may have to Company or any customer of Company under any separate Non-Disclosure and Confidentiality Agreement that Executive may execute during his employment with the Company.

9.                    Intellectual Property, Inventions and Patents. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company’s actual or anticipated business, research and development or existing or future products or services and which were or are conceived, developed, contributed to or made or reduced to practice by Executive (whether alone or jointly with others) while employed by the Company, whether before or after the date of this Agreement (“ Work Product ”), belong to the Company. Executive shall promptly disclose such Work Product to the Chief Executive Officer and, at the Company’s expense, perform all actions reasonably requested by the Chief Executive Officer (whether during or after the Term of Employment) to establish and confirm such ownership (including assignments, consents, powers of attorney and other instruments). Executive acknowledges that all copyrightable Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended, and that the Company shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to the Company all right, title and interest, including a copyright, in and to such copyrightable work. The foregoing provisions of this Section 9 shall not apply to any invention that Executive developed entirely on Executive’s own time without using the Company’s equipment, supplies, facilities or trade secret information, except for those inventions that (i) relate to the Company’s business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by Executive for the Company.

10.                Restrictive Covenants .

(a)                 Notification of New Employer . During Executive’s employment and for a period of twelve (12) months immediately following the termination of his employment with the Company, Executive will advise the Company of any new employer of his, or any other person or entity for whom he may perform services, within three (3) days after commencing to work for such employer or other person or entity. Executive hereby agrees to notify, and grant consent to notification by the Company to, any new employer, or other person or entity for whom he may perform services, of his obligations under this Agreement.

(b)                 Solicitation of Employees . Executive agrees that during his employment and for a period of twelve (12) months immediately following the termination of his employment with the Company for any reason, whether with or without cause, he will not directly or indirectly, for himself or any other person or entity:

(i)                  solicit, induce, recruit or encourage any of the Company’s employees, exclusive consultants or exclusive independent contractors or any person who provides services to the Company to terminate or reduce their employment or other relationship with the Company;

(ii)                hire any individual who is (or was, within the six (6) month period immediately preceding such hiring) an employee, exclusive consultant, or exclusive independent

contractor of the Company; or

(iii)              attempt to do any of the foregoing.

(c)                 Solicitation of Customers . Executive agrees that during his employment and for a period of eighteen (18) months immediately following the termination of his employment with the Company for any reason, whether with or without cause, he will not directly or indirectly, (i) solicit, entice, or induce any Customer for the purpose of providing, or provide, products or services that are competitive with the products or services provided by the Company, or (ii) solicit, entice, or induce any Customer to terminate or reduce its business with (or refrain from increasing its business with) the Company.

As used in this Section 10(c), “ Customer ” means any person or entity to which the Company provided products or services (or was invested in products offered by the Company), and with which Executive had contact on behalf of the Company, within the last twelve (12) months of his employment with the Company.

(d)                 Noncompetition . Executive agrees that during his employment and for a period of eighteen (18) months immediately following the termination of his employment with the Company for any reason, whether with or without cause, he will not directly or indirectly:

(i)                  have any ownership interest in a Competitor other than (1) Bluerock or (2) passive investment of no more than 5% of the outstanding equity or debt securities of a Competitor; or

(ii)                engage in or perform services other than Personal Activities (whether as an employee, consultant, proprietor, partner, director or otherwise) for any Competitor, if such services either (1) are the same as or similar to (individually or in the aggregate) the services Executive performed for the Company during his employment with the Company, or (2) are performed with respect to products or services of the Competitor that are competitive with the products or services provided by the Company with which Executive was involved during his employment with the Company or about which he received Confidential Information during his employment with the Company.

As used in this section, “ Competitor ” means: (i) any private or publicly traded real estate investment trust, fund or other investment vehicle or program whose principal place of business is in the United States and whose business strategy is based on investing in, acquiring or developing multifamily real estate, whether directly or indirectly through joint ventures, or (ii) any entity whose principal place of business is in the United States and that advises (including any external advisor) such investment vehicles or programs.

The scope of the covenant set forth in Section 10(d) will be within or with respect to the United States. Executive acknowledges that the Company’s technology and products have nationwide application, including without limitation over the Internet and that such geographic scope is therefore reasonable.

(e)                 Non-Disparagement . The Company and Executive each acknowledge that any disparaging comments by either party against the other are likely to substantially depreciate the business reputation of the other party. The Company and Executive further agree that neither party will directly or indirectly defame, disparage, or publicly criticize the services, business, integrity, veracity or reputation of the of the other party, including but not limited to, the Company or its owners, officers, directors, or employees in any forum or through any medium of communication. Nothing in this Agreement will preclude Executive or the Company from supplying truthful information to any governmental authority or in response to any lawful subpoena or other legal process.

(f)                  Executive acknowledges and agrees that during his employment with Company he will owe the Company duties of good faith, loyalty and non-disclosure and such statutory duties that are applicable to an officer of the Company under the laws of the State of New York.

11.                Remedies . Executive acknowledges and agrees that the restrictions set forth in this Agreement are critical and necessary to protect the Company’s legitimate business interests; are reasonably drawn to this end with respect to duration, scope, and otherwise; are not unduly burdensome; are not injurious to the public interest; and are supported by adequate consideration. Executive agrees that it would be impossible or inadequate to measure and calculate the Company’s damages from any breach of the restrictions set forth herein. Accordingly, Executives agrees that if he breaches or threatens to breach any of such restrictions, the Company will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. Executive further agrees that no bond or other security will be required in obtaining such equitable relief and he hereby consents to the issuance of such injunction and to the ordering of specific performance. Executive further acknowledges and agrees that (a) any claim he may have against the Company, whether under this Agreement or otherwise, will not be a defense to enforcement of the restrictions set forth in this Agreement, (b) the circumstances of his termination of employment with the Company will have no impact on his obligations under this Agreement, and (c) this Agreement is enforceable by the Company and its respective subsidiaries, affiliates, successors and permitted assigns.

12.                LTIP General Provisions . Distributions on LTIPs will be paid from the date of grant; provided that, only for the Long Term Performance Awards, distributions until the last day of the three year performance period (or the date of forfeiture if earlier), shall be paid at the rate of ten percent (10%) of the distributions otherwise payable with respect to LTIPs granted under such Long Term Performance Awards; provided further, with respect to each LTIP granted for Long Term Performance Awards and that vests in accordance with this Agreement, Executive shall be entitled to receive, as of the date of such vesting, a single cash payment equal to the distributions payable with respect thereto back to the date of grant, minus the distributions already paid in accordance with the preceding clause. The REIT will use its best efforts to ensure that there are sufficient shares of Common Stock and/or LTIPs available under a shareholder approved equity plan of the REIT to provide for the equity grants described in Sections 3(b) and 4 of this Agreement; however, in the event there are insufficient shares of Common Stock and/or LTIPs available under a shareholder approved equity plan of the REIT to support any such grant of any LTIPs, on the vesting date of any LTIP grant contemplated pursuant to Section 3(b) or 4, as applicable, had such LTIPs been granted as provided therein, the Company shall make a cash payment to Executive equal to the number of LTIPs that would have vested on such date multiplied by (a) to the extent the Economic Capital Account Balance of the LTIPs has not achieved capital account equivalence with a Common Unit held by the General Partner as of such date (assuming, for purposes of this clause (a) that the LTIPs had been granted and treated as outstanding under and received allocations and/or adjustments pursuant to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., as amended (the “ LP Agreement ”)), an amount equal to such deemed Economic Capital Account Balance of the LTIPs, and (b) to the extent the Economic Capital Account Balance of the LTIPs has achieved capital account equivalence with a Common Unit held by the General Partner as of such date (assuming, for purposes of this clause (b) that the LTIPs had been granted and treated as outstanding under and received allocations and/or adjustments pursuant to the LP Agreement), an amount equal to the average of the closing sales price of the Common Stock for the 10 trading dates preceding the vesting date. The capitalized terms used in this section, if not otherwise defined in this Agreement, will have the meanings set forth in the LP Agreement.

13.                Additional Acknowledgments .

(a)                 Executive and the Company each agree and intend that Executive’s obligations

under this Agreement (to the extent not perpetual) be tolled during any period that Executive is in breach of any of the obligations under this Agreement, so that the Company is provided with the full benefit of the restrictive periods set forth herein.

(b)                 Executive also agrees that, in addition to any other remedies available to the Company and notwithstanding any provision of this Agreement to the contrary, in the event Executive breaches in any material respect any of his obligations under Sections 8, 9 or 10, the Company shall immediately cease all payments and benefits (including vesting of equity-based awards) under Section 5 and will have no further obligations thereunder.

(c)                 Executive and the Company further agree that, in the event that any provision of Section 10 is determined by a court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic scope or too great a range of activities, that provision will be deemed to be modified to permit its enforcement to the maximum extent permitted by law. Each of Executive and the Company acknowledges and agrees that the Company will suffer irreparable harm from a breach by Executive of any of the covenants or agreements contained in Sections 8, 9, or 10. Executive further acknowledges that the restrictive covenants set forth in those Sections are of a special, unique, and extraordinary character, the loss of which cannot be adequately compensated by monetary damages. Executive agrees that the terms and provisions of Sections 8, 9, or 10 are fair and reasonable and are reasonably required for the protection of the Company in whose favor such restrictions operate. Executive acknowledges that, but for Executive’s agreements to be bound by the restrictive covenants set forth in Sections 8, 9, or 10, the Company would not have entered into this Agreement. In the event of an alleged or threatened breach by Executive of any of the provisions of Sections 8, 9, or 10, the Company or its successors or assigns may, in addition to all other rights and remedies existing in its or their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other equitable relief in order to enforce or prevent any violations of the provisions hereof (including, without limitation, the extension of the noncompetition period or nonsolicitation period, as applicable, by a period equal to the duration of the violation).

(d)                 Executive and the Company further agree that REIT Operator is the employer of Executive for all U.S. federal income tax and employment tax purposes. In accordance with such status, to the extent that any provision herein permits the Company to control, supervise, or otherwise determine the rights, responsibilities, or obligations of Executive hereunder; to remunerate, reimburse, or otherwise provide any economic benefit to Executive hereunder (or to determine the amount of such payments or benefits); or to otherwise initiate, terminate, or otherwise alter the terms of Executive’s employment with REIT Operator hereunder, it is acknowledged and agreed by all parties hereto that such actions are taken on behalf of REIT Operator, which hereby grants all necessary power and authority to the Company to take such actions on behalf of REIT Operator.

14.                Executive’s Cooperation . During the Term of Employment and, to the extent that the Company pays Executive’s actual, reasonable and documented legal fees for legal counsel, also for a reasonable period thereafter, Executive shall reasonably cooperate with the Company in any internal investigation, any administrative, regulatory or judicial investigation or proceeding or any dispute with a third party as reasonably requested by the Company to the extent that such investigation, proceeding or dispute may relate to matters in which Executive has knowledge as a result of Executive’s employment with the Company or Executive’s serving as an officer or director of the Company (including Executive being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s request, after reasonable notice, to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Executive’s possession, all at times and on schedules that are reasonably consistent with Executive’s other permitted activities and commitments). Without limiting the generality of the foregoing, to the extent that the Company seeks

such assistance, the Company shall use reasonable business efforts, whenever possible, to provide Executive with reasonable advance notice of its need for Executive’s assistance and will attempt to coordinate with Executive the time and place at which Executive’s assistance will be provided with the goal of minimizing the impact of such assistance on any other material pre-scheduled business commitment that Executive may have. In the event the Company requires Executive’s reasonable assistance or cooperation in accordance with this Section 14, the Company shall reimburse Executive solely for reasonable travel expenses (including lodging and meals) upon submission of receipts and, for cooperation following the Term of Employment, Executive’s actual, reasonable and documented legal fees.

15.                Executive’s Representations . Executive hereby represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound, (b) Executive is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person or entity and (c) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that Executive has consulted with independent legal counsel regarding Executive’s rights and obligations under this Agreement and that Executive fully understands the terms and conditions contained herein.

16.                Corporate Opportunity . Executive agrees that during his Term of Employment and for a period of twenty-four (24) months immediately following the termination of his employment with the Company for any reason, whether with or without Cause, Executive will not use opportunities discovered in the course of his employment hereunder for his own personal gain or benefit. For example, if in in any capacity described in Section 2 of this Agreement, Executive is approached about or otherwise becomes aware of a potential investment or other business transaction that may be appropriate for the Company, Executive will not take that opportunity for himself, or share or disclose it to any third party, but rather Executive will bring it to the attention of the Chief Executive Officer or the Board of Directors.

17.                Insurance for Company’s Own Behalf . The Company may, at its discretion, apply for and procure in its own name and for its own benefit life and/or disability insurance on Executive in any amount or amounts considered advisable. Executive agrees to cooperate in any medical or other examination, supply any information and execute and deliver any applications or other instruments in writing as may be reasonably necessary to obtain and constitute such insurance.

18.                Withholding. The Company shall be entitled to deduct or withhold from any amounts owing from the Company to Executive any federal, state, local or foreign withholding taxes, excise tax, or employment taxes that it reasonably determines are required to be imposed with respect to Executive’s compensation or other payments or benefits from the Company or Executive’s ownership interest in the Company (including wages, bonuses, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity).

19.                Survival . The rights and obligations of the parties under this Agreement shall survive as provided herein or if necessary or desirable to accomplish the purposes of other surviving provisions following the termination of Executive’s employment with the Company, regardless of the manner of or reasons for such termination.

20.                Notices . All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally against written receipt or mailed by prepaid first class certified mail, return receipt requested, or mailed by overnight courier prepaid, to (a) Executive at the address on file with the Company, and (b) Company at the following address:

Notices to the Company:

Bluerock REIT Operator, LLC

c/o Bluerock Residential Growth REIT, Inc.

712 Fifth Avenue, 9 ^th Floor

New York, NY 10019

Attention: Chief Executive Officer

Notices to Executive:

c/o Bluerock Residential Growth REIT, Inc.

712 Fifth Avenue, 9 ^th Floor

New York, NY 10019

All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section 20, be deemed given on the day so delivered, or, if delivered after 5:00 p.m. local time or on a day other than a Saturday, Sunday or any day on which banks located in the State of New York are authorized or obligated to close (a “ Business Day ”), then on the next proceeding Business Day, (ii) if delivered by certified mail in the manner described above to the address as provided in this Section 20, be deemed given on the earlier of the third Business Day following mailing or upon receipt and (iii) if delivered by overnight courier to the address as provided for in this Section 20, be deemed given on the earlier of the first Business Day following the date sent by such overnight courier or upon receipt, in each case regardless of whether such notice, request or other communication is received by any other Person to whom a copy of such notice is to be delivered pursuant to this Section 20. Any party hereto from time to time may change its address or other information for the purpose of notices to that party by giving notice specifying such change to the other party hereto.

21.                Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

22.                Entire Agreement . This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. For the avoidance of doubt, Executive shall not be eligible to participate in any severance plan or program during the Term of Employment to the extent such participation would result in a duplication of benefits. This Agreement will control the vesting and payment of any short term or long term incentive compensation (including equity compensation whether settleable in cash or Common Stock) to the extent this Agreement provides for more favorable vesting regardless of whether such awards are granted after the Effective Date.

23.                No Strict Construction . The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

24.                Counterparts . This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

25.                Successors and Assigns . This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective heirs, successors and assigns, except that Executive may not assign Executive’s rights or delegate Executive’s duties or obligations hereunder without the prior written consent of the Company. The Company may only assign this Agreement to a successor to all or substantially all of the business and/or assets of the Company. As used in this Agreement, “Company” shall mean the Company and any successor to its business and/or assets, which assumes and agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise.

26.                Choice of Law . All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

27.                Amendment and Waiver . The provisions of this Agreement may be amended or waived only with the prior written consent of the Company (as approved by the Chief Executive Officer) and Executive, and no course of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of this Agreement (including the Company’s right to terminate the Term of Employment for Cause) shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement.

28.                Consent to Jurisdiction . EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL, RETURN RECEIPT REQUESTED, TO SUCH PARTY’S RESPECTIVE ADDRESS SET FORTH ABOVE SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING IN THE STATE OF NEW YORK WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION IN THIS SECTION 27. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IN THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK, AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

29.                Waiver of Jury Trial . AS A SPECIFICALLY BARGAINED-FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

30.                Section 409A.

(a)                 Interpretation. Notwithstanding the other provisions hereof, this Agreement is

intended to comply with the requirements of Section 409A of the Code and regulations thereunder (“ Section 409A ”) or any exemption thereunder, to the extent applicable, and this Agreement shall be interpreted accordingly. If necessary, any provisions of this Agreement that would otherwise violate Section 409A shall be deemed amended to comply with Section 409A. For purposes of Section 409A, each payment made under this Agreement shall be treated as a separate payment. In no event may Executive, directly or indirectly, designate the calendar year of any payment that constitutes deferred compensation for purposes of Section 409A. To the extent any payment or benefit provided under Sections 5 or 6 is contingent upon Executive’s execution of the general release of claims described in Section 5(d)(ii), if such payment or benefit constitutes deferred compensation for purposes of Section 409A and the 60-day period described in Section 5(d)(ii) spans calendar years, such payment and/or benefit shall be paid or commence, as applicable, in the latter calendar year. Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments or benefits hereunder that constitute deferred compensation for purposes of Section 409A only upon a “separation from service” within the meaning of Section 409A.

(b)                 Payment Delay . Notwithstanding any provision to the contrary in this Agreement, if on the date of Executive’s termination of employment, Executive is a “specified employee” (as such term is used in Section 409A), then any amounts payable to Executive that constitute deferred compensation for purposes of Section 409A that are payable due to Executive’s termination of employment shall be postponed and paid (without interest) to Executive in a lump sum on the date that is six (6) months and one (1) day following Executive’s “separation from service” with the Company (or any successor thereto); provided, however, that if Executive dies during such six-month period and prior to payment of the postponed cash amounts hereunder, the amounts delayed on account of Section 409A shall be paid to the personal representative of Executive’s estate on the sixtieth (60th) day after Executive’s death.

(c)                 Reimbursements . All reimbursements provided under this Agreement that constitute deferred compensation under Section 409A shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the taxable year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.

* * * * *

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

Exhibit 10.5

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “ Agreement ”) by and between Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “ REIT ”), Bluerock Residential Holdings, L.P, a Delaware limited partnership, the operating partnership subsidiary of the REIT (the “ Operating Partnership ”), and the Operating Partnership’s subsidiary, Bluerock REIT Operator, LLC, a Delaware limited liability company (“ REIT Operator ” and, together with the REIT and the Operating Partnership, the “ Company ”), and Ryan MacDonald (“ Executive ”) is dated as of the Effective Date.

WHEREAS, the parties originally entered into an Employment Agreement (the “ Original Agreement ”) on August 3, 2017 and desire to amend and restate the Original Agreement to delay the grant and issuance of certain awards hereunder and change their respective vesting periods; and

WHEREAS, REIT Operator desires to employ Executive and Executive desires to be employed by REIT Operator to provide services for the Company on the terms contained herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.                    Term of Employment .

(a)                 Subject to the terms and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.

(b)                 The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “ Effective Date ”) and continue for an initial term through December 31, 2020 (the “ Initial Term ”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “ Renewal Term ”); provided, however, that either the Company or Executive may elect not to extend the Term of Employment by giving written notice to the other party at least sixty (60) days prior to any such anniversary date (a “ Non-Renewal ”). The period commencing on the Effective Date and ending at the end of the Initial Term or any Renewal Term (or earlier termination of Executive’s employment hereunder) shall hereinafter be referred to as the “ Term of Employment ” or “ Term .” If the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effect.

2.                    Position; Duties and Responsibilities .

(a)                 During the Term of Employment, Executive will be employed by the REIT Operator and will serve as the Chief Acquisition Officer of the REIT, reporting directly to the Chief Executive Officer. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as

may reasonably be assigned to Executive as the Chief Executive Officer or the Board of Directors of the REIT (the “ Board of Directors ” or the “ Board ”) shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Partnership, and the operating agreement of REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company.

(b)                 During the Term of Employment, Executive will, without additional compensation, also serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries of the Company as the Chief Executive Officer may, from time to time, request.

(c)                 During the Term of Employment, Executive will serve the Company faithfully, diligently, and to the best of his ability and will devote substantially all of his business time and attention to the performance of his duties hereunder, and shall have no other employment (unless approved by the Chief Executive Officer); provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for himself and his family, (iv) devoting time as he determines in good faith to be necessary or appropriate to fulfill his duties to Bluerock Real Estate, LLC and its affiliates (“ Bluerock ”), or (v) accepting directorships or similar positions (together, the “Personal Activities”), in each case so long as the Personal Activities do not unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties to the Company under this Agreement or the restrictive covenants set forth in Section 10 of this Agreement.

(d)                 During the Term of Employment, Executive shall perform the services required by this Agreement at the Company’s principal offices located in New York, New York (the “ Principal Location ”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

3.                    Compensation and Benefits .

(a)                 Base Salary . During the Term of Employment, Executive will be entitled to receive an annualized base salary (the “ Base Salary ”) of not less than $250,000. The Base Salary shall be paid in accordance with REIT Operator’s normal payroll practices, but no less often than semi-monthly.

(b)                 Incentive Compensation . In addition to the Base Salary, Executive shall be entitled to participate in any short-term and long-term incentive programs (including without limitation equity compensation plans) established by the Company, including for its senior level executives. However, during the Term of Employment, and subject to subsection (e) below, such arrangements will include:

(1)     Annual Performance Bonus . In each calendar year of the Term of Employment, Executive shall be eligible to receive an annual incentive bonus (the “ Annual Bonus ”) payable in cash, pursuant to the performance criteria and targets established and administered by the Board (or a committee of directors to whom such responsibility has been delegated by the Board), with a target Annual Bonus of at least 100% of his Base Salary. The Annual Bonus payable to Executive each year shall be determined and payable as soon as practicable after year-end for such year (but no later than March 15 ^th ). The Executive’s cash bonus for the stub period of 2017 will be determined in the reasonable business judgment of the Board or another committee of directors to whom such responsibility has been delegated by the Board. To be entitled to receive any Annual Bonus, except as otherwise provided in Sections 5(c) and 5(d), Executive must remain employed through the last day of the calendar year to which the Annual Bonus relates.

(2)     Long-Term Equity Incentives . In connection with the Company’s long term incentive plan as established by the Board (or a committee of directors to whom such responsibility has been delegated by the Board) on a rolling three year basis:

a.                    Time-Vested Performance Equity Award . At the beginning of each year of the Term of Employment beginning with the year ending December 31, 2018, Executive shall be granted an annual award of time-vested equity in the form of long term incentive plan units of the Operating Partnership (“ LTIPs ”) (the “ Annual LTIP Award ”). The number of LTIPs to be issued pursuant to the Annual LTIP Award shall be determined by dividing an amount no less than $175,000 by the volume weighted average price of a share of the REIT’s Class A Common Stock, as reported on the NYSE MKT (or then-applicable Exchange), for the twenty (20) trading days immediately preceding the date of grant of such LTIP award. In addition, as of January 1, 2018, Executive shall be granted a pro-rated Annual LTIP Award for the 2017 stub period from the Effective Date through December 31, 2017, with the number of LTIPs granted to be determined based on the pro-rated dollar amount of the Annual LTIP Award, divided by the volume weighted average price of a share of the REIT’s Class A Common Stock, as reported on the NYSE MKT (or then-applicable Exchange), for the twenty (20) trading days immediately preceding (but not including) January 1, 2018. Each Annual LTIP Award (except the prorated award granted on January 1, 2018 for the 2017 stub period) will vest and become nonforfeitable in three equal installments on the effective date of each anniversary of grant, subject to provisions set forth in Sections 3(f) and 5 of this Agreement. The prorated award granted on January 1, 2018 for the 2017 stub period will vest and become nonforfeitable as follows: (i) the first installment on December 31, 2018 in the amount of one-third (1/3) of the 2017 stub period award and (ii) the second and third installments on the second and third anniversary of the Effective Date, respectively, in the amount of one-third (1/3) of the 2017 stub period award, in each case subject to provisions set forth in Sections 3(f) and 5 of this Agreement.

b.                   Long Term Equity Performance Award . At the beginning of each year of the Term of Employment beginning with the year ending December 31, 2018, Executive shall be granted an annual performance award of equity in the form of LTIPs for a three-year performance period, which award shall be subject to performance criteria and targets established and administered by the Board (or the compensation committee of the Board (the “ Compensation Committee ”) or another committee of directors to whom such responsibility has been delegated by the Board) (the “ Long Term Performance Award ”). The number of LTIPs to be issued pursuant to the Long Term Performance Award shall be no fewer than 150% of the Annual LTIP Award. Satisfaction of the performance criteria and targets established and administered by the Board (or the Compensation Committee or another committee of directors to whom such responsibility has been delegated by the Board) with respect to each Long Term Performance Award will be determined by the Board (or the Compensation Committee or such other committee to whom such responsibility has been delegated) and, to the extent earned, will thereupon vest and become nonforfeitable effective as of the last day of the performance period, subject to provisions set forth in Sections 3(f) and 5 of this Agreement.

(c)                 Employee Benefit Programs and Fringe Benefits . During the Term of Employment, Executive will be eligible to participate in all executive incentive and employee benefit programs of the Company made available to the Company’s senior level executives generally, as such programs may be in effect from time to time; provided that nothing herein shall prevent the Company from amending or terminating any such programs pursuant to the terms thereof (except to the extent the amendment or termination would prevent the Company from satisfying its obligations under Sections 3(a), 3(b) and 4). The REIT Operator will reimburse Executive for any and all necessary, customary and usual business expenses incurred and paid by Executive in connection with his employment upon presentation to the Company of reasonable substantiation and documentation, and in accordance with, and subject to the terms and conditions of, applicable Company policies. During the Term, Executive shall be

entitled to paid vacation and, if applicable paid time off, per year of the Term (as pro-rated for any stub employment period) in accordance with the Company’s policy on accrual and use applicable to employees as in effect from time to time, but in no event shall Executive accrue less than four (4) weeks of vacation per calendar year (pro-rated for any stub employment period).

(d)                 Insurance; Indemnification . Executive shall be covered by such comprehensive directors’ and officers’ liability insurance and errors and omissions liability insurance as the Company or the REIT shall have established and maintained in respect of its directors and officers generally and at its expense, and the Company or the REIT shall cause such insurance policies to be maintained in a manner reasonably acceptable to Executive both during and, in accordance with Section 5(i) below, after Executive’s employment with the Company. Executive shall also be entitled to indemnification rights, benefits and related expense advances and reimbursements to the same extent as any other director or officer of the Company or the REIT and to the maximum extent permitted under applicable law pursuant to an indemnification agreement, including “tail” coverage following termination of service (the “ Indemnification Agreement ”).

(e)                 Annual Review . Beginning in 2018, the Compensation Committee of the Board of Directors (the “ Compensation Committee ”) will undertake a formal review of the amounts payable and potentially payable to Executive pursuant to this Section 3 (the “ Compensation and Benefits ”) no less frequently than annually. The Compensation Committee shall be entitled to make all determinations relating to this Section 3(e) in its sole discretion; provided, however, that neither the Compensation Committee nor the Company shall be entitled to decrease Executive’s Base Salary or the annual or long-term target incentive opportunities (as referenced in Section 3(b)).

(f)                  Clawback/Recoupment . Notwithstanding any other provisions in this Agreement to the contrary, any compensation provided to, or gain realized by, Executive pursuant to this Agreement or any other agreement or arrangement with the Company shall be subject to repayment and/or forfeiture by Executive to the Company if and to the extent any such compensation or gain (i) is or becomes subject to the “clawback” policy adopted by the REIT and in effect as of the date hereof that is applicable to Executive and other similarly situated executives, or (ii) is, or in the future, becomes subject to, any law, rule, requirement or regulation which imposes mandatory recoupment or forfeiture, under circumstances set forth in such law, rule, requirement or regulation.

4.                    Initial Commitment Award . On January 1, 2018, Executive shall be granted an award of LTIPs (the “ Initial Commitment Award ”). The number of LTIPs to be issued pursuant to this Section 4 shall be determined by dividing $1,250,000 by the volume weighted average price of a share of the REIT’s Class A Common Stock, as reported on the NYSE MKT (or then-applicable Exchange), for the twenty (20) trading days immediately preceding the date of grant. The Initial Commitment Award will vest and become nonforfeitable as follows: (i) the first installment on December 31, 2018 in the amount of one-fifth (1/5) of the Initial Commitment Award and (ii) the second through fifth installments on the second through fifth anniversary of the Effective Date, respectively, in an amount equal to one-fifth (1/5) of the Initial Commitment Award, in each case subject to provisions set forth in Sections 3(f) and 5 of this Agreement.

5.                    Termination of Employment .

(a)                 Termination Due to Disability . The Company may cause the REIT Operator to terminate Executive’s employment, to the extent permitted by applicable law, if Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of

not less than twelve (12) months, actually receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company (“ Disability ”). If Executive’s employment is terminated under this Section 5(a) for Disability, (A) the Company shall pay to Executive the Accrued Benefits pursuant to Section 5(i) below, and (B) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to, each Annual LTIP Award and the Initial Commitment Award), shall become fully vested as of Executive’s date of termination for Disability and (y) that are subject to performance-based vesting conditions (including each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests pursuant to clause (y) will be pro-rated for the actual number of days in the applicable vesting period preceding the date of termination of Executive’s employment.

(b)                 Termination Due to Death . Executive’s employment shall terminate automatically upon Executive’s death during the Term of Employment. If Executive’s employment is terminated because of Executive’s death, (i) the Company shall pay to Executive’s executor, legal representative, administrator or designated beneficiary, as applicable, the Accrued Benefits pursuant to Section 5(i) below, and (ii) Executive’s executor, legal representative, administrator or designated beneficiary, as applicable, shall be entitled to all of Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to, each Annual LTIP Award and the Initial Commitment Award), which shall become fully vested as of Executive’s date of termination and (y) that are subject to performance-based vesting conditions (including each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests and becomes payable pursuant to clause (y) will be pro-rated for the actual number of days in the applicable performance period preceding Executive’s death. Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive’s executors, legal representatives, administrators, heirs or assigns or any other person claiming under or through Executive.

(c)                 Company Non-Renewal . In the event that Executive’s employment is terminated by reason of a Non-Renewal by the Company and Executive is willing and able, at the time of such Non-Renewal, to continue performing services on the terms and conditions set forth herein for the Renewal Term that would have occurred but for the Non-Renewal, then Executive shall be entitled to the payments and benefits provided in Section 5(d) below, subject to the terms and conditions of Section 5(d) including the Release Requirement.

(d)                 Termination by the Company Without Cause or by Executive for Good Reason . The Company may cause the REIT Operator to terminate Executive’s employment at any time without Cause (as provided in Section 7) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s employment by resigning for Good Reason (as provided in Section 7) upon not less than sixty (60) days’ prior written notice of such resignation to the Company. Upon any such termination of Executive’s employment without Cause or for Good Reason, Executive shall be entitled to receive the following:

(i)                  The Accrued Benefits, pursuant to Section 5(i) below; and

(ii)                if Executive signs a general release of claims in favor of the Company in substantially the same form as attached hereto as Exhibit A , and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “ Release Requirement ”):

(1)                 the Company shall pay Executive a cash amount (the “ Severance Amount ”) equal to two (2) (the “ Severance Multiple ”) times the sum of (A) his then-current Base Salary and (B) the average of the Annual Bonuses paid to Executive in accordance with Section 3(b) hereof for the two years preceding the termination; provided, however, if Executive’s termination pursuant to this Section 5(d) occurs (I) during the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established for Executive) (“ Target Bonus ”) will be used in lieu of the average described in Section 5(d)(ii)(1)(B), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination);

(2)                 within sixty (60) days following the effective date of termination, the Company shall pay Executive an amount equal to Executive’s Target Bonus for the then-current calendar year of Executive’s employment (annualized, to the extent the 2017 Target Bonus is used), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment;

(3)                 Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of Executive’s termination and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests pursuant to clause (y) will be pro-rated for the actual number of days in the applicable vesting period preceding the effective date of Executive’s termination of employment; and

(4)                 if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to applicable law, the REIT Operator will reimburse Executive for 100% of the COBRA premiums incurred by Executive for Executive and his dependents under such health care plan during the duration of Executive’s COBRA continuation period.

(e)                 Termination by the Company for Cause . The Company may cause the REIT Operator to terminate Executive’s employment at any time for Cause pursuant to the provisions of Section 7(a) below, in which event as of the effective date of such termination all payments and benefits under this Agreement shall cease and all then unvested awards or benefits shall be forfeited, except for the continuing obligation to pay Executive his Accrued Benefits.

(f)                  Voluntary Termination by Executive without Good Reason . Executive may voluntarily terminate his employment without Good Reason upon sixty (60) days’ prior written notice. In any such event, after the effective date of such termination, no further payments or benefits shall be due under this Agreement and all then unvested awards or benefits shall be forfeited, except for the obligation to pay Executive after the effective date of such termination his Accrued Benefits. For the avoidance of doubt, Non-Renewal by Executive shall constitute a termination under this Section 5(f).

(g)                 Notice of Termination . Any termination of Executive’s employment shall be communicated by a written notice of termination to the other party hereto given in accordance with Section 20 and shall specify the termination date in accordance with the requirements of this Agreement.

(h)                 Resignation of All Other Positions . Upon termination of Executive’s employment for any reason, Executive shall be deemed to have resigned from all positions that Executive holds as an officer of the Company or any affiliate of the Company, and from all positions that he holds as a member of the Board of Directors (or a committee thereof) or the board of directors (or a committee thereof) of any subsidiary or affiliate of the REIT, unless otherwise mutually agreed with the Board of Directors, and shall take all actions reasonably requested by the Company to effectuate the foregoing.

(i)                  General Provisions . (1) Upon any termination of Executive’s employment, Executive shall be entitled to receive the following: (A) any unpaid Base Salary and accrued but unused vacation and/or paid time off (determined in accordance with Company policy) through the date of termination (paid in cash within 30 days, or such shorter period required by applicable law, following the effective date of termination), (B) reimbursement for all necessary, customary and usual business expenses and fees incurred and paid by Executive prior to the effective date of termination, in accordance with Section 3(c) above (payable in accordance with the Company’s expense reimbursement policy), and (C) vested benefits, if any, to which Executive may be entitled under the Company’s employee benefit plans, including those as provided in Section 3(c) above (payable in accordance with the applicable employee benefit plan), and directors and officers liability coverage pursuant to Section 3(d) for actions and inactions occurring during the Term, and continued coverage for any actions or inactions by Executive while providing cooperation under this Agreement (collectively, “ Accrued Benefits ”).

(2) During any notice period required under Section 5 or Section 7, as applicable, (A) Executive shall remain employed by the Company and shall continue to be bound by all the terms of this Agreement and any other applicable duties and obligations to the Company, (B) the Company may direct Executive not to report to work, and (C) Executive shall only undertake such actions on behalf of the Company, consistent with his position, as expressly directed by the Chief Executive Officer.

The parties agree that a termination of Executive’s employment pursuant to this Section 5 will not be a breach of this Agreement and does not relieve either party of its other obligations hereunder.

6.                    Change in Control .

(a)                 Termination Without Cause or Resignation for Good Reason Upon or After a Change in Control . If, upon or within eighteen (18) months after a Change in Control (as defined below), Executive’s employment is terminated pursuant to Section 5(c) or 5(d), the provisions of Sections 5(d)(i) and (ii) shall then apply except that the Severance Multiple set forth in Section 5(d)(ii)(1) shall be three.

(b)                 Code Section 280G .

(i)                  Treatment of Payments . Notwithstanding anything in this Agreement or any other plan, arrangement or agreement to the contrary, in the event that an independent, nationally recognized, accounting firm which shall be designated by the Company with Executive’s written consent (which consent shall not be unreasonably withheld) (the “ Accounting Firm ”) shall determine that any payment or benefit received or to be received by Executive from the Company or any of its affiliates or from any person who effectuates a change in control or effective control of the Company or any of such person’s affiliates (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, the “ Total Payments ”) would fail to be deductible under Section 280G of the Internal Revenue Code of 1986, as amended (the “ Code ”), or otherwise would be

subject (in whole or part) to the excise tax imposed by Section 4999 of the Code (the “ Excise Tax ”) then the payments or benefits to be received by Executive that are subject to Section 280G or 4999 of the Code shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax, but such reduction shall occur if and only to the extent that the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes, and employment, Social Security and Medicare taxes on such reduced Total Payments), is greater than or equal to the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes and employment, Social Security and Medicare taxes on such Total Payments and the amount of Excise Tax (or any other excise tax) to which Executive would be subject in respect of such unreduced Total Payments). For purposes of this Section 6(b)(i), the above tax amounts shall be determined by the Accounting Firm, applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied (or is likely to apply) to Executive’s taxable income for the tax year in which the transaction which causes the application of Section 280G or 4999 of the Code occurs, or such other rate(s) as the Accounting Firm determines to be likely to apply to Executive in the relevant tax year(s) in which any of the Total Payments is expected to be made. If the Accounting Firm determines that Executive would not retain a larger amount on an after-tax basis if the Total Payments were so reduced, then Executive shall retain all of the Total Payments.

(ii)                Ordering of Reduction . In the case of a reduction in the Total Payments pursuant to Section 6(b)(i), the Total Payments will be reduced in the following order: (A) payments that are payable in cash (and that are not deferred compensation within the meaning of Section 409A of the Code) that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (B) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) (and that are not deferred compensation within the meaning of Section 409A of the Code), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (C) payments that are payable in cash (and that are not deferred compensation within the meaning of Section 409A of the Code) that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (D) payments and benefits (that are not deferred compensation within the meaning of Section 409A of the Code) due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (E) all other cash or non-cash benefits not otherwise described in above will be next reduced pro-rata with any payments or benefits that are deferred compensation within the meaning of Section 409A of the Code being reduced last.

(iii)        Certain Determinations . For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (A) no portion of the Total Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (B) no portion of the Total Payments will be taken into account which, in the opinion of the Accounting Firm, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of the Accounting Firm, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Accounting Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. Executive and the Company shall furnish such documentation and documents as may be necessary for the Accounting Firm to perform the requisite calculations and analysis under this Section 6(b) (and shall cooperate to the extent necessary

for any of the determinations in this Section 6(b)(iii) to be made), and the Accounting Firm shall provide a written report of its determinations hereunder, including detailed supporting calculations. If the Accounting Firm determines that aggregate Total Payments should be reduced as described above, it shall promptly notify Executive and the Company to that effect. In the absence of manifest error, all determinations by the Accounting Firm under this Section 6(b) shall be binding on Executive and the Company and shall be made as soon as reasonably practicable following the later of Executive’s date of termination of employment or the date of the transaction which causes the application of Section 280G of the Code. The Company shall bear all costs, fees and expenses of the Accounting Firm and any legal counsel retained by the Accounting Firm.

(iv)        Additional Payments . If Executive receives reduced payments and benefits by reason of this Section 6(b) and it is established pursuant to a determination of a court of competent jurisdiction which is not subject to review or as to which the time to appeal has expired, or pursuant to an Internal Revenue Service proceeding, that Executive could have received a greater amount without resulting in any Excise Tax, then the Company shall thereafter pay Executive the aggregate additional amount which could have been paid without resulting in any Excise Tax as soon as reasonably practicable following such determination.

7.                    Definitions .

(a)                 “ Cause ” shall mean any of the following grounds for termination of Executive’s employment:

(i)                     Executive’s conviction of, or plea of guilty or nolo contendere to, a felony (excluding traffic-related felonies), or any financial crime involving the Company (including, but not limited to, fraud, embezzlement or misappropriation of Company assets) which termination shall become effective immediately as of the date the Board of Directors determines to terminate this Agreement, which action must be taken on or after the date of such conviction or plea or within sixty (60) days thereafter;

(ii)                Executive’s willful and gross misconduct in the performance of his duties (other than by reason of his incapacity or disability) it being expressly understood that the Company’s dissatisfaction with Executive’s performance shall not constitute Cause;

(iii)              Executive’s continuous, willful and material breach of this Agreement after written notice of such breach has been given by the Board in its reasonable discretion exercised in good faith; provided that, in no event shall any action or omission in subsection (ii) or (iii) constitute “Cause” unless (1) the Company gives notice to Executive stating that Executive will be terminated for Cause, specifying the particulars thereof in reasonable detail and the effective date of termination (which shall be no less than ten (10) business days following the date on which such written notice is received by Executive) (the “ Cause Termination Notice ”), (2) the Company provides Executive and his counsel with an opportunity to appear before the Board to rebut or dispute the alleged reason for termination on a specified date that is at least three (3) business days following the date on which the Cause Termination Notice is given, but prior to the stated termination date described in clause (1), and (3) a majority of the Board (calculated without regard to Executive, if applicable) determines that Executive has failed to materially cure or cease such misconduct or breach within ten (10) business days after the Cause Termination Notice is given to him. For purposes of the foregoing sentence, no act, or failure to act, on Executive’s part shall be considered willful unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company, and any act or omission by Executive pursuant to the authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel to the Company will be deemed made in good faith and in the best interest of the Company.

(b)                 “ Good Reason ” shall mean, without Executive’s consent:

(i)                  the assignment to Executive of duties or responsibilities substantially inconsistent with Executive’s title at the Company or a material diminution in Executive’s title, authority or responsibilities; provided, that, a change in title or modification of authority or responsibilities in connection with hiring new or elevating other executives as reasonably required or commensurate with the growth of the Company shall not constitute Good Reason;

(ii)                A material reduction in Executive’s Base Salary or the annual or long-term target incentive opportunities (as referenced in Section 3(b)) during the Term;

(iii)              A continuous, willful and material breach by the Company of this Agreement; or

(iv)               the relocation (without the written consent of Executive) of Executive’s principal place of employment by more than thirty-five (35) miles from the Principal Location.

Notwithstanding the foregoing, (1) Good Reason shall not be deemed to exist unless notice of termination on account thereof (specifying a termination date of at least sixty (60) days but no more than ninety (90) days from the date of such notice) is given no later than ninety (90) days after the time at which the event or condition purportedly giving rise to Good Reason first occurs or arises and (2) if there exists an event or condition that constitutes Good Reason, the Company shall have thirty (30) days from the date notice of such termination is received to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder; provided, however, that the Company’s right to cure such event or condition shall not apply if there have been repeated breaches by the Company.

(c)                 “ Change in Control ” shall have the same meaning as the term “Change of Control” set forth in the Bluerock Residential Growth REIT, Inc. Second Amended and Restated 2014 Equity Incentive Plan for Individuals Effective on the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017).

8.                    Confidentiality/Non-Disclosure . Executive acknowledges that, in the course of his employment with the Company, he has become and/or will become acquainted and trusted with (a) certain confidential information and trade secrets, which confidential information includes, but is not limited to, proprietary software, customer lists and information, information concerning the Company’s finances, business practices, long-term and strategic plans and similar matters, information concerning the Company’s formulas, designs, methods of business, trade secrets, technology, business operations, business records and files, and any other information that is not generally known to the public or within the industry or trade in which the Company competes and was not known to Executive prior to his employment with the Company, and (b) information of third parties that the Company is under a duty to maintain as confidential (collectively, “ Confidential Information ”). Except in furtherance of his duties hereunder, Executive agrees that he will not cause any Confidential Information to be disclosed to third parties without the prior written consent of the Company and that he will not, without the prior written consent of the Company, divulge or make any use of such Confidential Information, except as may be required by law and/or to fulfill his obligations hereunder. Upon the termination of Executive’s employment for whatever reason, or at any time the Company may request, Executive shall immediately deliver to the Company all of the Company’s property in Executive’s possession or under Executive’s control, including but not limited to all originals and copies of memoranda, notes, plans, records, reports, computer files, disks and tapes, thumb drives, printouts, worksheets, source code, software, programming work, and all documents, forms, records or other information, in whatever form it may exist, regarding

the Company’s business, clients, products or services. Confidential Information does not include information that: (i) becomes generally known to the public subsequent to disclosure to Executive through no wrongful act of Executive or any representative of Executive; (ii) was known to the public prior to its disclosure to Executive; or (iii) Executive is required to disclose by applicable law, regulation or legal process. Additionally, the Parties acknowledge and agree that the obligations of this Section 8 shall be in addition to and shall not diminish any obligations that Executive may have to Company or any customer of Company under any separate Non-Disclosure and Confidentiality Agreement that Executive may execute during his employment with the Company.

9.                    Intellectual Property, Inventions and Patents. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company’s actual or anticipated business, research and development or existing or future products or services and which were or are conceived, developed, contributed to or made or reduced to practice by Executive (whether alone or jointly with others) while employed by the Company, whether before or after the date of this Agreement (“ Work Product ”), belong to the Company. Executive shall promptly disclose such Work Product to the Chief Executive Officer and, at the Company’s expense, perform all actions reasonably requested by the Chief Executive Officer (whether during or after the Term of Employment) to establish and confirm such ownership (including assignments, consents, powers of attorney and other instruments). Executive acknowledges that all copyrightable Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended, and that the Company shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to the Company all right, title and interest, including a copyright, in and to such copyrightable work. The foregoing provisions of this Section 9 shall not apply to any invention that Executive developed entirely on Executive’s own time without using the Company’s equipment, supplies, facilities or trade secret information, except for those inventions that (i) relate to the Company’s business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by Executive for the Company.

10.                Restrictive Covenants .

(a)                 Notification of New Employer . During Executive’s employment and for a period of twelve (12) months immediately following the termination of his employment with the Company, Executive will advise the Company of any new employer of his, or any other person or entity for whom he may perform services, within three (3) days after commencing to work for such employer or other person or entity. Executive hereby agrees to notify, and grant consent to notification by the Company to, any new employer, or other person or entity for whom he may perform services, of his obligations under this Agreement.

(b)                 Solicitation of Employees . Executive agrees that during his employment and for a period of twelve (12) months immediately following the termination of his employment with the Company for any reason, whether with or without cause, he will not directly or indirectly, for himself or any other person or entity:

(i)                  solicit, induce, recruit or encourage any of the Company’s employees, exclusive consultants or exclusive independent contractors or any person who provides services to the Company to terminate or reduce their employment or other relationship with the Company;

(ii)                hire any individual who is (or was, within the six (6) month period immediately preceding such hiring) an employee, exclusive consultant, or exclusive independent

contractor of the Company; or

(iii)              attempt to do any of the foregoing.

(c)                 Solicitation of Customers . Executive agrees that during his employment and for a period of eighteen (18) months immediately following the termination of his employment with the Company for any reason, whether with or without cause, he will not directly or indirectly, (i) solicit, entice, or induce any Customer for the purpose of providing, or provide, products or services that are competitive with the products or services provided by the Company, or (ii) solicit, entice, or induce any Customer to terminate or reduce its business with (or refrain from increasing its business with) the Company.

As used in this Section 10(c), “ Customer ” means any person or entity to which the Company provided products or services (or was invested in products offered by the Company), and with which Executive had contact on behalf of the Company, within the last twelve (12) months of his employment with the Company.

(d)                 Noncompetition . Executive agrees that during his employment and for a period of eighteen (18) months immediately following the termination of his employment with the Company for any reason, whether with or without cause, he will not directly or indirectly:

(i)                  have any ownership interest in a Competitor other than (1) Bluerock or (2) passive investment of no more than 5% of the outstanding equity or debt securities of a Competitor; or

(ii)                engage in or perform services other than Personal Activities (whether as an employee, consultant, proprietor, partner, director or otherwise) for any Competitor, if such services either (1) are the same as or similar to (individually or in the aggregate) the services Executive performed for the Company during his employment with the Company, or (2) are performed with respect to products or services of the Competitor that are competitive with the products or services provided by the Company with which Executive was involved during his employment with the Company or about which he received Confidential Information during his employment with the Company.

As used in this section, “ Competitor ” means: (i) any private or publicly traded real estate investment trust, fund or other investment vehicle or program whose principal place of business is in the United States and whose business strategy is based on investing in, acquiring or developing multifamily real estate, whether directly or indirectly through joint ventures, or (ii) any entity whose principal place of business is in the United States and that advises (including any external advisor) such investment vehicles or programs.

The scope of the covenant set forth in Section 10(d) will be within or with respect to the United States. Executive acknowledges that the Company’s technology and products have nationwide application, including without limitation over the Internet and that such geographic scope is therefore reasonable.

(e)                 Non-Disparagement . The Company and Executive each acknowledge that any disparaging comments by either party against the other are likely to substantially depreciate the business reputation of the other party. The Company and Executive further agree that neither party will directly or indirectly defame, disparage, or publicly criticize the services, business, integrity, veracity or reputation of the of the other party, including but not limited to, the Company or its owners, officers, directors, or employees in any forum or through any medium of communication. Nothing in this Agreement will preclude Executive or the Company from supplying truthful information to any governmental authority or in response to any lawful subpoena or other legal process.

(f)                  Executive acknowledges and agrees that during his employment with Company he will owe the Company duties of good faith, loyalty and non-disclosure and such statutory duties that are applicable to an officer of the Company under the laws of the State of New York.

11.                Remedies . Executive acknowledges and agrees that the restrictions set forth in this Agreement are critical and necessary to protect the Company’s legitimate business interests; are reasonably drawn to this end with respect to duration, scope, and otherwise; are not unduly burdensome; are not injurious to the public interest; and are supported by adequate consideration. Executive agrees that it would be impossible or inadequate to measure and calculate the Company’s damages from any breach of the restrictions set forth herein. Accordingly, Executives agrees that if he breaches or threatens to breach any of such restrictions, the Company will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. Executive further agrees that no bond or other security will be required in obtaining such equitable relief and he hereby consents to the issuance of such injunction and to the ordering of specific performance. Executive further acknowledges and agrees that (a) any claim he may have against the Company, whether under this Agreement or otherwise, will not be a defense to enforcement of the restrictions set forth in this Agreement, (b) the circumstances of his termination of employment with the Company will have no impact on his obligations under this Agreement, and (c) this Agreement is enforceable by the Company and its respective subsidiaries, affiliates, successors and permitted assigns.

12.                LTIP General Provisions . Distributions on LTIPs will be paid from the date of grant; provided that, only for the Long Term Performance Awards, distributions until the last day of the three year performance period (or the date of forfeiture if earlier), shall be paid at the rate of ten percent (10%) of the distributions otherwise payable with respect to LTIPs granted under such Long Term Performance Awards; provided further, with respect to each LTIP granted for Long Term Performance Awards and that vests in accordance with this Agreement, Executive shall be entitled to receive, as of the date of such vesting, a single cash payment equal to the distributions payable with respect thereto back to the date of grant, minus the distributions already paid in accordance with the preceding clause. The REIT will use its best efforts to ensure that there are sufficient shares of Common Stock and/or LTIPs available under a shareholder approved equity plan of the REIT to provide for the equity grants described in Sections 3(b) and 4 of this Agreement; however, in the event there are insufficient shares of Common Stock and/or LTIPs available under a shareholder approved equity plan of the REIT to support any such grant of any LTIPs, on the vesting date of any LTIP grant contemplated pursuant to Section 3(b) or 4, as applicable, had such LTIPs been granted as provided therein, the Company shall make a cash payment to Executive equal to the number of LTIPs that would have vested on such date multiplied by (a) to the extent the Economic Capital Account Balance of the LTIPs has not achieved capital account equivalence with a Common Unit held by the General Partner as of such date (assuming, for purposes of this clause (a) that the LTIPs had been granted and treated as outstanding under and received allocations and/or adjustments pursuant to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., as amended (the “ LP Agreement ”)), an amount equal to such deemed Economic Capital Account Balance of the LTIPs, and (b) to the extent the Economic Capital Account Balance of the LTIPs has achieved capital account equivalence with a Common Unit held by the General Partner as of such date (assuming, for purposes of this clause (b) that the LTIPs had been granted and treated as outstanding under and received allocations and/or adjustments pursuant to the LP Agreement), an amount equal to the average of the closing sales price of the Common Stock for the 10 trading dates preceding the vesting date. The capitalized terms used in this section, if not otherwise defined in this Agreement, will have the meanings set forth in the LP Agreement.

13.                Additional Acknowledgments .

(a)                 Executive and the Company each agree and intend that Executive’s obligations

under this Agreement (to the extent not perpetual) be tolled during any period that Executive is in breach of any of the obligations under this Agreement, so that the Company is provided with the full benefit of the restrictive periods set forth herein.

(b)                 Executive also agrees that, in addition to any other remedies available to the Company and notwithstanding any provision of this Agreement to the contrary, in the event Executive breaches in any material respect any of his obligations under Sections 8, 9 or 10, the Company shall immediately cease all payments and benefits (including vesting of equity-based awards) under Section 5 and will have no further obligations thereunder.

(c)                 Executive and the Company further agree that, in the event that any provision of Section 10 is determined by a court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic scope or too great a range of activities, that provision will be deemed to be modified to permit its enforcement to the maximum extent permitted by law. Each of Executive and the Company acknowledges and agrees that the Company will suffer irreparable harm from a breach by Executive of any of the covenants or agreements contained in Sections 8, 9, or 10. Executive further acknowledges that the restrictive covenants set forth in those Sections are of a special, unique, and extraordinary character, the loss of which cannot be adequately compensated by monetary damages. Executive agrees that the terms and provisions of Sections 8, 9, or 10 are fair and reasonable and are reasonably required for the protection of the Company in whose favor such restrictions operate. Executive acknowledges that, but for Executive’s agreements to be bound by the restrictive covenants set forth in Sections 8, 9, or 10, the Company would not have entered into this Agreement. In the event of an alleged or threatened breach by Executive of any of the provisions of Sections 8, 9, or 10, the Company or its successors or assigns may, in addition to all other rights and remedies existing in its or their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other equitable relief in order to enforce or prevent any violations of the provisions hereof (including, without limitation, the extension of the noncompetition period or nonsolicitation period, as applicable, by a period equal to the duration of the violation).

(d)                 Executive and the Company further agree that REIT Operator is the employer of Executive for all U.S. federal income tax and employment tax purposes. In accordance with such status, to the extent that any provision herein permits the Company to control, supervise, or otherwise determine the rights, responsibilities, or obligations of Executive hereunder; to remunerate, reimburse, or otherwise provide any economic benefit to Executive hereunder (or to determine the amount of such payments or benefits); or to otherwise initiate, terminate, or otherwise alter the terms of Executive’s employment with REIT Operator hereunder, it is acknowledged and agreed by all parties hereto that such actions are taken on behalf of REIT Operator, which hereby grants all necessary power and authority to the Company to take such actions on behalf of REIT Operator.

14.                Executive’s Cooperation . During the Term of Employment and, to the extent that the Company pays Executive’s actual, reasonable and documented legal fees for legal counsel, also for a reasonable period thereafter, Executive shall reasonably cooperate with the Company in any internal investigation, any administrative, regulatory or judicial investigation or proceeding or any dispute with a third party as reasonably requested by the Company to the extent that such investigation, proceeding or dispute may relate to matters in which Executive has knowledge as a result of Executive’s employment with the Company or Executive’s serving as an officer or director of the Company (including Executive being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s request, after reasonable notice, to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Executive’s possession, all at times and on schedules that are reasonably consistent with Executive’s other permitted activities and commitments). Without limiting the generality of the foregoing, to the extent that the Company seeks

such assistance, the Company shall use reasonable business efforts, whenever possible, to provide Executive with reasonable advance notice of its need for Executive’s assistance and will attempt to coordinate with Executive the time and place at which Executive’s assistance will be provided with the goal of minimizing the impact of such assistance on any other material pre-scheduled business commitment that Executive may have. In the event the Company requires Executive’s reasonable assistance or cooperation in accordance with this Section 14, the Company shall reimburse Executive solely for reasonable travel expenses (including lodging and meals) upon submission of receipts and, for cooperation following the Term of Employment, Executive’s actual, reasonable and documented legal fees.

15.                Executive’s Representations . Executive hereby represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound, (b) Executive is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person or entity and (c) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that Executive has consulted with independent legal counsel regarding Executive’s rights and obligations under this Agreement and that Executive fully understands the terms and conditions contained herein.

16.                Corporate Opportunity . Executive agrees that during his Term of Employment and for a period of twenty-four (24) months immediately following the termination of his employment with the Company for any reason, whether with or without Cause, Executive will not use opportunities discovered in the course of his employment hereunder for his own personal gain or benefit. For example, if in in any capacity described in Section 2 of this Agreement, Executive is approached about or otherwise becomes aware of a potential investment or other business transaction that may be appropriate for the Company, Executive will not take that opportunity for himself, or share or disclose it to any third party, but rather Executive will bring it to the attention of the Chief Executive Officer or the Board of Directors.

17.                Insurance for Company’s Own Behalf . The Company may, at its discretion, apply for and procure in its own name and for its own benefit life and/or disability insurance on Executive in any amount or amounts considered advisable. Executive agrees to cooperate in any medical or other examination, supply any information and execute and deliver any applications or other instruments in writing as may be reasonably necessary to obtain and constitute such insurance.

18.                Withholding. The Company shall be entitled to deduct or withhold from any amounts owing from the Company to Executive any federal, state, local or foreign withholding taxes, excise tax, or employment taxes that it reasonably determines are required to be imposed with respect to Executive’s compensation or other payments or benefits from the Company or Executive’s ownership interest in the Company (including wages, bonuses, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity).

19.                Survival . The rights and obligations of the parties under this Agreement shall survive as provided herein or if necessary or desirable to accomplish the purposes of other surviving provisions following the termination of Executive’s employment with the Company, regardless of the manner of or reasons for such termination.

20.                Notices . All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally against written receipt or mailed by prepaid first class certified mail, return receipt requested, or mailed by overnight courier prepaid, to (a) Executive at the address on file with the Company, and (b) Company at the following address:

Notices to the Company:

Bluerock REIT Operator, LLC

c/o Bluerock Residential Growth REIT, Inc.

712 Fifth Avenue, 9 ^th Floor

New York, NY 10019

Attention: Chief Executive Officer

Notices to Executive:

c/o Bluerock Residential Growth REIT, Inc.

712 Fifth Avenue, 9 ^th Floor

New York, NY 10019

All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section 20, be deemed given on the day so delivered, or, if delivered after 5:00 p.m. local time or on a day other than a Saturday, Sunday or any day on which banks located in the State of New York are authorized or obligated to close (a “ Business Day ”), then on the next proceeding Business Day, (ii) if delivered by certified mail in the manner described above to the address as provided in this Section 20, be deemed given on the earlier of the third Business Day following mailing or upon receipt and (iii) if delivered by overnight courier to the address as provided for in this Section 20, be deemed given on the earlier of the first Business Day following the date sent by such overnight courier or upon receipt, in each case regardless of whether such notice, request or other communication is received by any other Person to whom a copy of such notice is to be delivered pursuant to this Section 20. Any party hereto from time to time may change its address or other information for the purpose of notices to that party by giving notice specifying such change to the other party hereto.

21.                Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

22.                Entire Agreement . This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. For the avoidance of doubt, Executive shall not be eligible to participate in any severance plan or program during the Term of Employment to the extent such participation would result in a duplication of benefits. This Agreement will control the vesting and payment of any short term or long term incentive compensation (including equity compensation whether settleable in cash or Common Stock) to the extent this Agreement provides for more favorable vesting regardless of whether such awards are granted after the Effective Date.

23.                No Strict Construction . The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

24.                Counterparts . This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

25.                Successors and Assigns . This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective heirs, successors and assigns, except that Executive may not assign Executive’s rights or delegate Executive’s duties or obligations hereunder without the prior written consent of the Company. The Company may only assign this Agreement to a successor to all or substantially all of the business and/or assets of the Company. As used in this Agreement, “Company” shall mean the Company and any successor to its business and/or assets, which assumes and agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise.

26.                Choice of Law . All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

27.                Amendment and Waiver . The provisions of this Agreement may be amended or waived only with the prior written consent of the Company (as approved by the Chief Executive Officer) and Executive, and no course of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of this Agreement (including the Company’s right to terminate the Term of Employment for Cause) shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement.

28.                Consent to Jurisdiction . EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL, RETURN RECEIPT REQUESTED, TO SUCH PARTY’S RESPECTIVE ADDRESS SET FORTH ABOVE SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING IN THE STATE OF NEW YORK WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION IN THIS SECTION 27. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IN THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK, AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

29.                Waiver of Jury Trial . AS A SPECIFICALLY BARGAINED-FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

30.                Section 409A.

(a)                 Interpretation. Notwithstanding the other provisions hereof, this Agreement is intended to comply with the requirements of Section 409A of the Code and regulations thereunder (“ Section 409A ”) or any exemption thereunder, to the extent applicable, and this Agreement shall be interpreted accordingly. If necessary, any provisions of this Agreement that would otherwise violate Section 409A shall be deemed amended to comply with Section 409A. For purposes of Section 409A, each payment made under this Agreement shall be treated as a separate payment. In no event may Executive, directly or indirectly, designate the calendar year of any payment that constitutes deferred compensation for purposes of Section 409A. To the extent any payment or benefit provided under Sections 5 or 6 is contingent upon Executive’s execution of the general release of claims described in Section 5(d)(ii), if such payment or benefit constitutes deferred compensation for purposes of Section 409A and the 60-day period described in Section 5(d)(ii) spans calendar years, such payment and/or benefit shall be paid or commence, as applicable, in the latter calendar year. Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments or benefits hereunder that constitute deferred compensation for purposes of Section 409A only upon a “separation from service” within the meaning of Section 409A.

(b)                 Payment Delay . Notwithstanding any provision to the contrary in this Agreement, if on the date of Executive’s termination of employment, Executive is a “specified employee” (as such term is used in Section 409A), then any amounts payable to Executive that constitute deferred compensation for purposes of Section 409A that are payable due to Executive’s termination of employment shall be postponed and paid (without interest) to Executive in a lump sum on the date that is six (6) months and one (1) day following Executive’s “separation from service” with the Company (or any successor thereto); provided, however, that if Executive dies during such six-month period and prior to payment of the postponed cash amounts hereunder, the amounts delayed on account of Section 409A shall be paid to the personal representative of Executive’s estate on the sixtieth (60th) day after Executive’s death.

(c)                 Reimbursements . All reimbursements provided under this Agreement that constitute deferred compensation under Section 409A shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the taxable year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.

* * * * *

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

Exhibit 10.6

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “ Agreement ”) by and between Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “ REIT ”), Bluerock Residential Holdings, L.P, a Delaware limited partnership, the operating partnership subsidiary of the REIT (the “ Operating Partnership ”), and the Operating Partnership’s subsidiary, Bluerock REIT Operator, LLC, a Delaware limited liability company (“ REIT Operator ” and, together with the REIT and the Operating Partnership, the “ Company ”), and Jordan B. Ruddy (“ Executive ”) is dated as of the Effective Date.

WHEREAS, the parties originally entered into an Employment Agreement (the “ Original Agreement ”) on August 3, 2017 and desire to amend and restate the Original Agreement to delay the grant and issuance of certain awards hereunder and change their respective vesting periods; and

WHEREAS, REIT Operator desires to employ Executive and Executive desires to be employed by REIT Operator to provide services for the Company on the terms contained herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.               Term of Employment .

(a)                 Subject to the terms and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.

(b)                 The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “ Effective Date ”) and continue for an initial term through December 31, 2020 (the “ Initial Term ”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “ Renewal Term ”); provided, however, that either the Company or Executive may elect not to extend the Term of Employment by giving written notice to the other party at least sixty (60) days prior to any such anniversary date (a “ Non-Renewal ”). The period commencing on the Effective Date and ending at the end of the Initial Term or any Renewal Term (or earlier termination of Executive’s employment hereunder) shall hereinafter be referred to as the “ Term of Employment ” or “ Term .” If the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effect.

2.               Position; Duties and Responsibilities .

(a)                 During the Term of Employment, Executive’s title will be Chief Operating Officer of the REIT and Executive will be employed by the REIT Operator and will serve as the President and Chief Operating Officer of the REIT, reporting directly to the Chief Executive Officer. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Chief Executive Officer or the Board of Directors of the REIT (the “ Board of Directors ” or the “ Board ”) shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Partnership, and the operating agreement of REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company.

(b)                 During the Term of Employment, Executive will, without additional compensation, also serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries of the Company as the Chief Executive Officer may, from time to time, request.

(c)                 During the Term of Employment, Executive will serve the Company faithfully, diligently, and to the best of his ability and will devote substantially all of his business time and attention to the performance of his duties hereunder, and shall have no other employment (unless approved by the Chief Executive Officer); provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for himself and his family, (iv) devoting time as he determines in good faith to be necessary or appropriate to fulfill his duties to Bluerock Real Estate, LLC and its affiliates (“ Bluerock ”), or (v) accepting directorships or similar positions (together, the “Personal Activities”), in each case so long as the Personal Activities do not unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties to the Company under this Agreement or the restrictive covenants set forth in Section 10 of this Agreement.

(d)                 During the Term of Employment, Executive shall perform the services required by this Agreement at the Company’s principal offices located in New York, New York (the “ Principal Location ”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

3.               Compensation and Benefits .

(a)                 Base Salary . During the Term of Employment, Executive will be entitled to receive an annualized base salary (the “ Base Salary ”) of not less than $300,000. The Base Salary shall be paid in accordance with REIT Operator’s normal payroll practices, but no less often than semi-monthly.

(b)                 Incentive Compensation . In addition to the Base Salary, Executive shall be entitled to participate in any short-term and long-term incentive programs (including without limitation equity compensation plans) established by the Company, including for its senior level executives. However, during the Term of Employment, and subject to subsection (e) below, such arrangements will include:

(1)     Annual Performance Bonus . In each calendar year of the Term of Employment, Executive shall be eligible to receive an annual incentive bonus (the “ Annual Bonus ”) payable in cash, pursuant to the performance criteria and targets established and administered by the Board (or a committee of directors to whom such responsibility has been delegated by the Board), with a target Annual Bonus of at least 100% of his Base Salary. The Annual Bonus payable to Executive each year shall be determined and payable as soon as practicable after year-end for such year (but no later than March 15 ^th ). The Executive’s cash bonus for the stub period of 2017 will be determined in the reasonable business judgment of the Board or another committee of directors to whom such responsibility has been delegated by the Board. To be entitled to receive any Annual Bonus, except as otherwise provided in Sections 5(c) and 5(d), Executive must remain employed through the last day of the calendar year to which the Annual Bonus relates.

(2)     Long-Term Equity Incentives . In connection with the Company’s long term incentive plan as established by the Board (or a committee of directors to whom such responsibility has been delegated by the Board) on a rolling three year basis:

a.                    Time-Vested Performance Equity Award . At the beginning of each year of the Term of Employment beginning with the year ending December 31, 2018, Executive shall be granted an annual award of time-vested equity in the form of long term incentive plan units of the Operating Partnership (“ LTIPs ”) (the “ Annual LTIP Award ”). The number of LTIPs to be issued pursuant to the Annual LTIP Award shall be determined by dividing an amount no less than $200,000 by the volume weighted average price of a share of the REIT’s Class A Common Stock, as reported on the NYSE MKT (or then-applicable Exchange), for the twenty (20) trading days immediately preceding the date of grant of such LTIP award. In addition, as of January 1, 2018, Executive shall be granted a pro-rated Annual LTIP Award for the 2017 stub period from the Effective Date through December 31, 2017, with the number of LTIPs granted to be determined based on the pro-rated dollar amount of the Annual LTIP Award, divided by the volume weighted average price of a share of the REIT’s Class A Common Stock, as reported on the NYSE MKT (or then-applicable Exchange), for the twenty (20) trading days immediately preceding (but not including) January 1, 2018. Each Annual LTIP Award (except the prorated award granted on January 1, 2018 for the 2017 stub period) will vest and become nonforfeitable in three equal installments on the effective date of each anniversary of grant, subject to provisions set forth in Sections 3(f) and 5 of this Agreement. The prorated award granted on January 1, 2018 for the 2017 stub period will vest and become nonforfeitable as follows: (i) the first installment on December 31, 2018 in the amount of one-third (1/3) of the 2017 stub period award and (ii) the second and third installments on the second and third anniversary of the Effective Date, respectively, in the amount of one-third (1/3) of the 2017 stub period award, in each case subject to provisions set forth in Sections 3(f) and 5 of this Agreement.

b.                   Long Term Equity Performance Award . At the beginning of each year of the Term of Employment beginning with the year ending December 31, 2018, Executive shall be granted an annual performance award of equity in the form of LTIPs for a three-year performance period, which award shall be subject to performance criteria and targets established and administered by the Board (or the compensation committee of the Board (the “ Compensation Committee ”) or another committee of directors to whom such responsibility has been delegated by the Board) (the “ Long Term Performance Award ”). The number of LTIPs to be issued pursuant to the Long Term Performance Award shall be no fewer than 150% of the Annual LTIP Award.. Satisfaction of the performance criteria and targets established and administered by the Board (or the Compensation Committee or another committee of directors to whom such responsibility has been delegated by the Board) with respect to each Long Term Performance Award will be determined by the Board (or the Compensation Committee or such other committee to whom such responsibility has been delegated) and, to the extent earned, will thereupon vest and become nonforfeitable effective as of the last day of the performance period, subject to provisions set forth in Sections 3(f) and 5 of this Agreement.

(c)                 Employee Benefit Programs and Fringe Benefits . During the Term of Employment, Executive will be eligible to participate in all executive incentive and employee benefit programs of the Company made available to the Company’s senior level executives generally, as such programs may be in effect from time to time; provided that nothing herein shall prevent the Company from amending or terminating any such programs pursuant to the terms thereof (except to the extent the amendment or termination would prevent the Company from satisfying its obligations under Sections 3(a), 3(b) and 4). The REIT Operator will reimburse Executive for any and all necessary, customary and usual business expenses incurred and paid by Executive in connection with his employment upon presentation to the Company of reasonable substantiation and documentation, and in accordance with, and subject to the terms and conditions of, applicable Company policies. During the Term, Executive shall be entitled to paid vacation and, if applicable paid time off, per year of the Term (as pro-rated for any stub employment period) in accordance with the Company’s policy on accrual and use applicable to employees as in effect from time to time, but in no event shall Executive accrue less than four (4) weeks of vacation per calendar year (pro-rated for any stub employment period).

(d)                 Insurance; Indemnification . Executive shall be covered by such comprehensive directors’ and officers’ liability insurance and errors and omissions liability insurance as the Company or the REIT shall have established and maintained in respect of its directors and officers generally and at its expense, and the Company or the REIT shall cause such insurance policies to be maintained in a manner reasonably acceptable to Executive both during and, in accordance with Section 5(i) below, after Executive’s employment with the Company. Executive shall also be entitled to indemnification rights, benefits and related expense advances and reimbursements to the same extent as any other director or officer of the Company or the REIT and to the maximum extent permitted under applicable law pursuant to an indemnification agreement, including “tail” coverage following termination of service (the “ Indemnification Agreement ”).

(e)                 Annual Review . Beginning in 2018, the Compensation Committee of the Board of Directors (the “ Compensation Committee ”) will undertake a formal review of the amounts payable and potentially payable to Executive pursuant to this Section 3 (the “ Compensation and Benefits ”) no less frequently than annually. The Compensation Committee shall be entitled to make all determinations relating to this Section 3(e) in its sole discretion; provided, however, that neither the Compensation Committee nor the Company shall be entitled to decrease Executive’s Base Salary or the annual or long-term target incentive opportunities (as referenced in Section 3(b)).

(f)                  Clawback/Recoupment . Notwithstanding any other provisions in this Agreement to the contrary, any compensation provided to, or gain realized by, Executive pursuant to this Agreement or any other agreement or arrangement with the Company shall be subject to repayment and/or forfeiture by Executive to the Company if and to the extent any such compensation or gain (i) is or becomes subject to the “clawback” policy adopted by the REIT and in effect as of the date hereof that is applicable to Executive and other similarly situated executives, or (ii) is, or in the future, becomes subject to, any law, rule, requirement or regulation which imposes mandatory recoupment or forfeiture, under circumstances set forth in such law, rule, requirement or regulation.

4.               Initial Commitment Award . On January 1, 2018, Executive shall be granted an award of LTIPs (the “ Initial Commitment Award ”). The number of LTIPs to be issued pursuant to this Section 4 shall be determined by dividing $1,250,000 by the volume weighted average price of a share of the REIT’s Class A Common Stock, as reported on the NYSE MKT (or then-applicable Exchange), for the twenty (20) trading days immediately preceding the date of grant. The Initial Commitment Award will vest and become nonforfeitable as follows: (i) the first installment on December 31, 2018 in the amount of one-fifth (1/5) of the Initial Commitment Award and (ii) the second through fifth installments on the second through fifth anniversary of the Effective Date, respectively, in an amount equal to one-fifth (1/5) of the Initial Commitment Award, in each case subject to provisions set forth in Sections 3(f) and 5 of this Agreement.

5.               Termination of Employment .

(a)                 Termination Due to Disability . The Company may cause the REIT Operator to terminate Executive’s employment, to the extent permitted by applicable law, if Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, actually receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company (“ Disability ”). If Executive’s employment is terminated under this Section 5(a) for Disability, (A) the Company shall pay to Executive the Accrued Benefits pursuant to Section 5(i) below, and (B) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to, each Annual LTIP Award and the Initial Commitment Award), shall become fully vested as of Executive’s date of termination for Disability and (y) that are subject to performance-based vesting conditions (including each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests pursuant to clause (y) will be pro-rated for the actual number of days in the applicable vesting period preceding the date of termination of Executive’s employment.

(b)                 Termination Due to Death . Executive’s employment shall terminate automatically upon Executive’s death during the Term of Employment. If Executive’s employment is terminated because of Executive’s death, (i) the Company shall pay to Executive’s executor, legal representative, administrator or designated beneficiary, as applicable, the Accrued Benefits pursuant to Section 5(i) below, and (ii) Executive’s executor, legal representative, administrator or designated beneficiary, as applicable, shall be entitled to all of Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to, each Annual LTIP Award and the Initial Commitment Award), which shall become fully vested as of Executive’s date of termination and (y) that are subject to performance-based vesting conditions (including each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests and becomes payable pursuant to clause (y) will be pro-rated for the actual number of days in the applicable performance period preceding Executive’s death. Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive’s executors, legal representatives, administrators, heirs or assigns or any other person claiming under or through Executive.

(c)                 Company Non-Renewal . In the event that Executive’s employment is terminated by reason of a Non-Renewal by the Company and Executive is willing and able, at the time of such Non-Renewal, to continue performing services on the terms and conditions set forth herein for the Renewal Term that would have occurred but for the Non-Renewal, then Executive shall be entitled to the payments and benefits provided in Section 5(d) below, subject to the terms and conditions of Section 5(d) including the Release Requirement.

(d)                 Termination by the Company Without Cause or by Executive for Good Reason . The Company may cause the REIT Operator to terminate Executive’s employment at any time without Cause (as provided in Section 7) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s employment by resigning for Good Reason (as provided in Section 7) upon not less than sixty (60) days’ prior written notice of such resignation to the Company. Upon any such termination of Executive’s employment without Cause or for Good Reason, Executive shall be entitled to receive the following:

(i)                  The Accrued Benefits, pursuant to Section 5(i) below; and

(ii)                if Executive signs a general release of claims in favor of the Company in substantially the same form as attached hereto as Exhibit A , and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “ Release Requirement ”):

(1)                 the Company shall pay Executive a cash amount (the “ Severance Amount ”) equal to two (2) (the “ Severance Multiple ”) times the sum of (A) his then-current Base Salary and (B) the average of the Annual Bonuses paid to Executive in accordance with Section 3(b) hereof for the two years preceding the termination; provided, however, if Executive’s termination pursuant to this Section 5(d) occurs (I) during the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established for Executive) (“ Target Bonus ”) will be used in lieu of the average described in Section 5(d)(ii)(1)(B), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination);

(2)                 within sixty (60) days following the effective date of termination, the Company shall pay Executive an amount equal to Executive’s Target Bonus for the then-current calendar year of Executive’s employment (annualized, to the extent the 2017 Target Bonus is used), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment;

(3)                 Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of Executive’s termination and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests pursuant to clause (y) will be pro-rated for the actual number of days in the applicable vesting period preceding the effective date of Executive’s termination of employment; and

(4)                 if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to applicable law, the REIT Operator will reimburse Executive for 100% of the COBRA premiums incurred by Executive for Executive and his dependents under such health care plan during the duration of Executive’s COBRA continuation period.

(e)                 Termination by the Company for Cause . The Company may cause the REIT Operator to terminate Executive’s employment at any time for Cause pursuant to the provisions of Section 7(a) below, in which event as of the effective date of such termination all payments and benefits under this Agreement shall cease and all then unvested awards or benefits shall be forfeited, except for the continuing obligation to pay Executive his Accrued Benefits.

(f)                  Voluntary Termination by Executive without Good Reason . Executive may voluntarily terminate his employment without Good Reason upon sixty (60) days’ prior written notice. In any such event, after the effective date of such termination, no further payments or benefits shall be due under this Agreement and all then unvested awards or benefits shall be forfeited, except for the obligation to pay Executive after the effective date of such termination his Accrued Benefits. For the avoidance of doubt, Non-Renewal by Executive shall constitute a termination under this Section 5(f).

(g)                 Notice of Termination . Any termination of Executive’s employment shall be communicated by a written notice of termination to the other party hereto given in accordance with Section 20 and shall specify the termination date in accordance with the requirements of this Agreement.

(h)                 Resignation of All Other Positions . Upon termination of Executive’s employment for any reason, Executive shall be deemed to have resigned from all positions that Executive holds as an officer of the Company or any affiliate of the Company, and from all positions that he holds as a member of the Board of Directors (or a committee thereof) or the board of directors (or a committee thereof) of any subsidiary or affiliate of the REIT, unless otherwise mutually agreed with the Board of Directors, and shall take all actions reasonably requested by the Company to effectuate the foregoing.

(i)                  General Provisions . (1) Upon any termination of Executive’s employment, Executive shall be entitled to receive the following: (A) any unpaid Base Salary and accrued but unused vacation and/or paid time off (determined in accordance with Company policy) through the date of termination (paid in cash within 30 days, or such shorter period required by applicable law, following the effective date of termination), (B) reimbursement for all necessary, customary and usual business expenses and fees incurred and paid by Executive prior to the effective date of termination, in accordance with Section 3(c) above (payable in accordance with the Company’s expense reimbursement policy), and (C) vested benefits, if any, to which Executive may be entitled under the Company’s employee benefit plans, including those as provided in Section 3(c) above (payable in accordance with the applicable employee benefit plan), and directors and officers liability coverage pursuant to Section 3(d) for actions and inactions occurring during the Term, and continued coverage for any actions or inactions by Executive while providing cooperation under this Agreement (collectively, “ Accrued Benefits ”).

(2) During any notice period required under Section 5 or Section 7, as applicable, (A) Executive shall remain employed by the Company and shall continue to be bound by all the terms of this Agreement and any other applicable duties and obligations to the Company, (B) the Company may direct Executive not to report to work, and (C) Executive shall only undertake such actions on behalf of the Company, consistent with his position, as expressly directed by the Chief Executive Officer.

The parties agree that a termination of Executive’s employment pursuant to this Section 5 will not be a breach of this Agreement and does not relieve either party of its other obligations hereunder.

6.             Change in Control .

(a)                 Termination Without Cause or Resignation for Good Reason Upon or After a Change in Control . If, upon or within eighteen (18) months after a Change in Control (as defined below), Executive’s employment is terminated pursuant to Section 5(c) or 5(d), the provisions of Sections 5(d)(i) and (ii) shall then apply except that the Severance Multiple set forth in Section 5(d)(ii)(1) shall be three.

(b)                 Code Section 280G .

(i)                  Treatment of Payments . Notwithstanding anything in this Agreement or any other plan, arrangement or agreement to the contrary, in the event that an independent, nationally recognized, accounting firm which shall be designated by the Company with Executive’s written consent (which consent shall not be unreasonably withheld) (the “ Accounting Firm ”) shall determine that any payment or benefit received or to be received by Executive from the Company or any of its affiliates or from any person who effectuates a change in control or effective control of the Company or any of such person’s affiliates (whether pursuant to the terms of this Agreement or any other plan, arrangement or

agreement) (all such payments and benefits, the “ Total Payments ”) would fail to be deductible under Section 280G of the Internal Revenue Code of 1986, as amended (the “ Code ”), or otherwise would be subject (in whole or part) to the excise tax imposed by Section 4999 of the Code (the “ Excise Tax ”) then the payments or benefits to be received by Executive that are subject to Section 280G or 4999 of the Code shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax, but such reduction shall occur if and only to the extent that the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes, and employment, Social Security and Medicare taxes on such reduced Total Payments), is greater than or equal to the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes and employment, Social Security and Medicare taxes on such Total Payments and the amount of Excise Tax (or any other excise tax) to which Executive would be subject in respect of such unreduced Total Payments). For purposes of this Section 6(b)(i), the above tax amounts shall be determined by the Accounting Firm, applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied (or is likely to apply) to Executive’s taxable income for the tax year in which the transaction which causes the application of Section 280G or 4999 of the Code occurs, or such other rate(s) as the Accounting Firm determines to be likely to apply to Executive in the relevant tax year(s) in which any of the Total Payments is expected to be made. If the Accounting Firm determines that Executive would not retain a larger amount on an after-tax basis if the Total Payments were so reduced, then Executive shall retain all of the Total Payments.

(ii)                Ordering of Reduction . In the case of a reduction in the Total Payments pursuant to Section 6(b)(i), the Total Payments will be reduced in the following order: (A) payments that are payable in cash (and that are not deferred compensation within the meaning of Section 409A of the Code) that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (B) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) (and that are not deferred compensation within the meaning of Section 409A of the Code), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (C) payments that are payable in cash (and that are not deferred compensation within the meaning of Section 409A of the Code) that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (D) payments and benefits (that are not deferred compensation within the meaning of Section 409A of the Code) due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (E) all other cash or non-cash benefits not otherwise described in above will be next reduced pro-rata with any payments or benefits that are deferred compensation within the meaning of Section 409A of the Code being reduced last.

(iii)        Certain Determinations . For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (A) no portion of the Total Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (B) no portion of the Total Payments will be taken into account which, in the opinion of the Accounting Firm, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of the Accounting Firm, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Accounting Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. Executive and the Company shall furnish such documentation and documents as may be necessary for the Accounting Firm to perform the requisite calculations and analysis under this Section 6(b) (and shall cooperate to the extent necessary for any of the determinations in this Section 6(b)(iii) to be made), and the Accounting Firm shall provide a written report of its determinations hereunder, including detailed supporting calculations. If the Accounting Firm determines that aggregate Total Payments should be reduced as described above, it shall promptly notify Executive and the Company to that effect. In the absence of manifest error, all determinations by the Accounting Firm under this Section 6(b) shall be binding on Executive and the Company and shall be made as soon as reasonably practicable following the later of Executive’s date of termination of employment or the date of the transaction which causes the application of Section 280G of the Code. The Company shall bear all costs, fees and expenses of the Accounting Firm and any legal counsel retained by the Accounting Firm.

(iv)        Additional Payments . If Executive receives reduced payments and benefits by reason of this Section 6(b) and it is established pursuant to a determination of a court of competent jurisdiction which is not subject to review or as to which the time to appeal has expired, or pursuant to an Internal Revenue Service proceeding, that Executive could have received a greater amount without resulting in any Excise Tax, then the Company shall thereafter pay Executive the aggregate additional amount which could have been paid without resulting in any Excise Tax as soon as reasonably practicable following such determination.

7.               Definitions .

(a)                 “ Cause ” shall mean any of the following grounds for termination of Executive’s employment:

(i)                     Executive’s conviction of, or plea of guilty or nolo contendere to, a felony (excluding traffic-related felonies), or any financial crime involving the Company (including, but not limited to, fraud, embezzlement or misappropriation of Company assets) which termination shall become effective immediately as of the date the Board of Directors determines to terminate this Agreement, which action must be taken on or after the date of such conviction or plea or within sixty (60) days thereafter;

(ii)                Executive’s willful and gross misconduct in the performance of his duties (other than by reason of his incapacity or disability) it being expressly understood that the Company’s dissatisfaction with Executive’s performance shall not constitute Cause;

(iii)              Executive’s continuous, willful and material breach of this Agreement after written notice of such breach has been given by the Board in its reasonable discretion exercised in good faith; provided that, in no event shall any action or omission in subsection (ii) or (iii) constitute “Cause” unless (1) the Company gives notice to Executive stating that Executive will be terminated for Cause, specifying the particulars thereof in reasonable detail and the effective date of termination (which shall be no less than ten (10) business days following the date on which such written notice is received by Executive) (the “ Cause Termination Notice ”), (2) the Company provides Executive and his counsel with an opportunity to appear before the Board to rebut or dispute the alleged reason for termination on a specified date that is at least three (3) business days following the date on which the Cause Termination Notice is given, but prior to the stated termination date described in clause (1), and (3) a majority of the Board (calculated without regard to Executive, if applicable) determines that Executive has failed to materially cure or cease such misconduct or breach within ten (10) business days after the Cause Termination Notice is given to him. For purposes of the foregoing sentence, no act, or failure to act, on Executive’s part shall be considered willful unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company, and any act or omission by Executive pursuant to the authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel to the Company will be deemed made in good faith and in the best interest of the Company.

(b)             “ Good Reason ” shall mean, without Executive’s consent:

(i)                  the assignment to Executive of duties or responsibilities substantially inconsistent with Executive’s title at the Company or a material diminution in Executive’s title, authority or responsibilities ; provided, that, a change in title or modification of authority or responsibilities in connection with hiring new or elevating other executives as reasonably required or commensurate with the growth of the Company shall not constitute Good Reason;

(ii)                A material reduction in Executive’s Base Salary or the annual or long-term target incentive opportunities (as referenced in Section 3(b)) during the Term;

(iii)              A continuous, willful and material breach by the Company of this Agreement; or

(iv)               the relocation (without the written consent of Executive) of Executive’s principal place of employment by more than thirty-five (35) miles from the Principal Location.

Notwithstanding the foregoing, (1) Good Reason shall not be deemed to exist unless notice of termination on account thereof (specifying a termination date of at least sixty (60) days but no more than ninety (90) days from the date of such notice) is given no later than ninety (90) days after the time at which the event or condition purportedly giving rise to Good Reason first occurs or arises and (2) if there exists an event or condition that constitutes Good Reason, the Company shall have thirty (30) days from the date notice of such termination is received to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder; provided, however, that the Company’s right to cure such event or condition shall not apply if there have been repeated breaches by the Company.

(c)                 “ Change in Control ” shall have the same meaning as the term “Change of Control” set forth in the Bluerock Residential Growth REIT, Inc. Second Amended and Restated 2014 Equity Incentive Plan for Individuals Effective on the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017).

8.               Confidentiality/Non-Disclosure . Executive acknowledges that, in the course of his employment with the Company, he has become and/or will become acquainted and trusted with (a) certain confidential information and trade secrets, which confidential information includes, but is not limited to, proprietary software, customer lists and information, information concerning the Company’s finances, business practices, long-term and strategic plans and similar matters, information concerning the Company’s formulas, designs, methods of business, trade secrets, technology, business operations, business records and files, and any other information that is not generally known to the public or within the industry or trade in which the Company competes and was not known to Executive prior to his employment with the Company, and (b) information of third parties that the Company is under a duty to maintain as confidential (collectively, “ Confidential Information ”). Except in furtherance of his duties hereunder, Executive agrees that he will not cause any Confidential Information to be disclosed to third parties without the prior written consent of the Company and that he will not, without the prior written consent of the Company, divulge or make any use of such Confidential Information, except as may be required by law and/or to fulfill his obligations hereunder. Upon the termination of Executive’s employment for whatever reason, or at any time the Company may request, Executive shall immediately deliver to the Company all of the Company’s property in Executive’s possession or under Executive’s control, including but not limited to all originals and copies of memoranda, notes, plans, records, reports, computer files, disks and tapes, thumb drives, printouts, worksheets, source code, software, programming work, and all documents, forms, records or other information, in whatever form it may exist, regarding the Company’s business, clients, products or services. Confidential Information does not include information that: (i) becomes generally known to the public subsequent to disclosure to Executive through no wrongful act of Executive or any representative of Executive; (ii) was known to the public prior to its disclosure to Executive; or (iii) Executive is required to disclose by applicable law, regulation or legal process. Additionally, the Parties acknowledge and agree that the obligations of this Section 8 shall be in addition to and shall not diminish any obligations that Executive may have to Company or any customer of Company under any separate Non-Disclosure and Confidentiality Agreement that Executive may execute during his employment with the Company.

9.               Intellectual Property, Inventions and Patents. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company’s actual or anticipated business, research and development or existing or future products or services and which were or are conceived, developed, contributed to or made or reduced to practice by Executive (whether alone or jointly with others) while employed by the Company, whether before or after the date of this Agreement (“ Work Product ”), belong to the Company. Executive shall promptly disclose such Work Product to the Chief Executive Officer and, at the Company’s expense, perform all actions reasonably requested by the Chief Executive Officer (whether during or after the Term of Employment) to establish and confirm such ownership (including assignments, consents, powers of attorney and other instruments). Executive acknowledges that all copyrightable Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended, and that the Company shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to the Company all right, title and interest, including a copyright, in and to such copyrightable work. The foregoing provisions of this Section 9 shall not apply to any invention that Executive developed entirely on Executive’s own time without using the Company’s equipment, supplies, facilities or trade secret information, except for those inventions that (i) relate to the Company’s business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by Executive for the Company.

10.             Restrictive Covenants .

(a)                 Notification of New Employer . During Executive’s employment and for a period of twelve (12) months immediately following the termination of his employment with the Company, Executive will advise the Company of any new employer of his, or any other person or entity for whom he may perform services, within three (3) days after commencing to work for such employer or other person or entity. Executive hereby agrees to notify, and grant consent to notification by the Company to, any new employer, or other person or entity for whom he may perform services, of his obligations under this Agreement.

(b)                 Solicitation of Employees . Executive agrees that during his employment and for a period of twelve (12) months immediately following the termination of his employment with the Company for any reason, whether with or without cause, he will not directly or indirectly, for himself or any other person or entity:

(i)          solicit, induce, recruit or encourage any of the Company’s employees, exclusive consultants or exclusive independent contractors or any person who provides services to the Company to terminate or reduce their employment or other relationship with the Company;

(ii)         hire any individual who is (or was, within the six (6) month period immediately preceding such hiring) an employee, exclusive consultant, or exclusive independent contractor of the Company; or

(iii)        attempt to do any of the foregoing.

(c)            Solicitation of Customers . Executive agrees that during his employment and for a period of eighteen (18) months immediately following the termination of his employment with the Company for any reason, whether with or without cause, he will not directly or indirectly, (i) solicit, entice, or induce any Customer for the purpose of providing, or provide, products or services that are competitive with the products or services provided by the Company, or (ii) solicit, entice, or induce any Customer to terminate or reduce its business with (or refrain from increasing its business with) the Company.

As used in this Section 10(c), “ Customer ” means any person or entity to which the Company provided products or services (or was invested in products offered by the Company), and with which Executive had contact on behalf of the Company, within the last twelve (12) months of his employment with the Company.

(d)            Noncompetition . Executive agrees that during his employment and for a period of eighteen (18) months immediately following the termination of his employment with the Company for any reason, whether with or without cause, he will not directly or indirectly:

(i)                  have any ownership interest in a Competitor other than (1) Bluerock or (2) passive investment of no more than 5% of the outstanding equity or debt securities of a Competitor; or

(ii)                engage in or perform services other than Personal Activities (whether as an employee, consultant, proprietor, partner, director or otherwise) for any Competitor, if such services either (1) are the same as or similar to (individually or in the aggregate) the services Executive performed for the Company during his employment with the Company, or (2) are performed with respect to products or services of the Competitor that are competitive with the products or services provided by the Company with which Executive was involved during his employment with the Company or about which he received Confidential Information during his employment with the Company.

As used in this section, “ Competitor ” means: (i) any private or publicly traded real estate investment trust, fund or other investment vehicle or program whose principal place of business is in the United States and whose business strategy is based on investing in, acquiring or developing multifamily real estate, whether directly or indirectly through joint ventures, or (ii) any entity whose principal place of business is in the United States and that advises (including any external advisor) such investment vehicles or programs.

The scope of the covenant set forth in Section 10(d) will be within or with respect to the United States. Executive acknowledges that the Company’s technology and products have nationwide application, including without limitation over the Internet and that such geographic scope is therefore reasonable.

(e)            Non-Disparagement . The Company and Executive each acknowledge that any disparaging comments by either party against the other are likely to substantially depreciate the business reputation of the other party. The Company and Executive further agree that neither party will directly or indirectly defame, disparage, or publicly criticize the services, business, integrity, veracity or reputation of the of the other party, including but not limited to, the Company or its owners, officers, directors, or employees in any forum or through any medium of communication. Nothing in this Agreement will preclude Executive or the Company from supplying truthful information to any governmental authority or in response to any lawful subpoena or other legal process.

(f)             Executive acknowledges and agrees that during his employment with Company he will owe the Company duties of good faith, loyalty and non-disclosure and such statutory duties that are applicable to an officer of the Company under the laws of the State of New York.

11.             Remedies . Executive acknowledges and agrees that the restrictions set forth in this Agreement are critical and necessary to protect the Company’s legitimate business interests; are reasonably drawn to this end with respect to duration, scope, and otherwise; are not unduly burdensome; are not injurious to the public interest; and are supported by adequate consideration. Executive agrees that it would be impossible or inadequate to measure and calculate the Company’s damages from any breach of the restrictions set forth herein. Accordingly, Executives agrees that if he breaches or threatens to breach any of such restrictions, the Company will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. Executive further agrees that no bond or other security will be required in obtaining such equitable relief and he hereby consents to the issuance of such injunction and to the ordering of specific performance. Executive further acknowledges and agrees that (a) any claim he may have against the Company, whether under this Agreement or otherwise, will not be a defense to enforcement of the restrictions set forth in this Agreement, (b) the circumstances of his termination of employment with the Company will have no impact on his obligations under this Agreement, and (c) this Agreement is enforceable by the Company and its respective subsidiaries, affiliates, successors and permitted assigns.

12.             LTIP General Provisions . Distributions on LTIPs will be paid from the date of grant; provided that, only for the Long Term Performance Awards, distributions until the last day of the three year performance period (or the date of forfeiture if earlier), shall be paid at the rate of ten percent (10%) of the distributions otherwise payable with respect to LTIPs granted under such Long Term Performance Awards; provided further, with respect to each LTIP granted for Long Term Performance Awards and that vests in accordance with this Agreement, Executive shall be entitled to receive, as of the date of such vesting, a single cash payment equal to the distributions payable with respect thereto back to the date of grant, minus the distributions already paid in accordance with the preceding clause. The REIT will use its best efforts to ensure that there are sufficient shares of Common Stock and/or LTIPs available under a shareholder approved equity plan of the REIT to provide for the equity grants described in Sections 3(b) and 4 of this Agreement; however, in the event there are insufficient shares of Common Stock and/or LTIPs available under a shareholder approved equity plan of the REIT to support any such grant of any LTIPs, on the vesting date of any LTIP grant contemplated pursuant to Section 3(b) or 4, as applicable, had such LTIPs been granted as provided therein, the Company shall make a cash payment to Executive equal to the number of LTIPs that would have vested on such date multiplied by (a) to the extent the Economic Capital Account Balance of the LTIPs has not achieved capital account equivalence with a Common Unit held by the General Partner as of such date (assuming, for purposes of this clause (a) that the LTIPs had been granted and treated as outstanding under and received allocations and/or adjustments pursuant to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., as amended (the “ LP Agreement ”)), an amount equal to such deemed Economic Capital Account Balance of the LTIPs, and (b) to the extent the Economic Capital Account Balance of the LTIPs has achieved capital account equivalence with a Common Unit held by the General Partner as of such date (assuming, for purposes of this clause (b) that the LTIPs had been granted and treated as outstanding under and received allocations and/or adjustments pursuant to the LP Agreement), an amount equal to the average of the closing sales price of the Common Stock for the 10 trading dates preceding the vesting date. The capitalized terms used in this section, if not otherwise defined in this Agreement, will have the meanings set forth in the LP Agreement.

13.             Additional Acknowledgments .

(a)                 Executive and the Company each agree and intend that Executive’s obligations under this Agreement (to the extent not perpetual) be tolled during any period that Executive is in breach of any of the obligations under this Agreement, so that the Company is provided with the full benefit of the restrictive periods set forth herein.

(b)                 Executive also agrees that, in addition to any other remedies available to the Company and notwithstanding any provision of this Agreement to the contrary, in the event Executive breaches in any material respect any of his obligations under Sections 8, 9 or 10, the Company shall immediately cease all payments and benefits (including vesting of equity-based awards) under Section 5 and will have no further obligations thereunder.

(c)                 Executive and the Company further agree that, in the event that any provision of Section 10 is determined by a court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic scope or too great a range of activities, that provision will be deemed to be modified to permit its enforcement to the maximum extent permitted by law. Each of Executive and the Company acknowledges and agrees that the Company will suffer irreparable harm from a breach by Executive of any of the covenants or agreements contained in Sections 8, 9, or 10. Executive further acknowledges that the restrictive covenants set forth in those Sections are of a special, unique, and extraordinary character, the loss of which cannot be adequately compensated by monetary damages. Executive agrees that the terms and provisions of Sections 8, 9, or 10 are fair and reasonable and are reasonably required for the protection of the Company in whose favor such restrictions operate. Executive acknowledges that, but for Executive’s agreements to be bound by the restrictive covenants set forth in Sections 8, 9, or 10, the Company would not have entered into this Agreement. In the event of an alleged or threatened breach by Executive of any of the provisions of Sections 8, 9, or 10, the Company or its successors or assigns may, in addition to all other rights and remedies existing in its or their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other equitable relief in order to enforce or prevent any violations of the provisions hereof (including, without limitation, the extension of the noncompetition period or nonsolicitation period, as applicable, by a period equal to the duration of the violation).

(d)                 Executive and the Company further agree that REIT Operator is the employer of Executive for all U.S. federal income tax and employment tax purposes. In accordance with such status, to the extent that any provision herein permits the Company to control, supervise, or otherwise determine the rights, responsibilities, or obligations of Executive hereunder; to remunerate, reimburse, or otherwise provide any economic benefit to Executive hereunder (or to determine the amount of such payments or benefits); or to otherwise initiate, terminate, or otherwise alter the terms of Executive’s employment with REIT Operator hereunder, it is acknowledged and agreed by all parties hereto that such actions are taken on behalf of REIT Operator, which hereby grants all necessary power and authority to the Company to take such actions on behalf of REIT Operator.

14.             Executive’s Cooperation . During the Term of Employment and, to the extent that the Company pays Executive’s actual, reasonable and documented legal fees for legal counsel, also for a reasonable period thereafter, Executive shall reasonably cooperate with the Company in any internal investigation, any administrative, regulatory or judicial investigation or proceeding or any dispute with a third party as reasonably requested by the Company to the extent that such investigation, proceeding or dispute may relate to matters in which Executive has knowledge as a result of Executive’s employment with the Company or Executive’s serving as an officer or director of the Company (including Executive being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s request, after reasonable notice, to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Executive’s possession, all at times and on schedules that are reasonably consistent with Executive’s other permitted activities and commitments). Without limiting the generality of the foregoing, to the extent that the Company seeks

such assistance, the Company shall use reasonable business efforts, whenever possible, to provide Executive with reasonable advance notice of its need for Executive’s assistance and will attempt to coordinate with Executive the time and place at which Executive’s assistance will be provided with the goal of minimizing the impact of such assistance on any other material pre-scheduled business commitment that Executive may have. In the event the Company requires Executive’s reasonable assistance or cooperation in accordance with this Section 14, the Company shall reimburse Executive solely for reasonable travel expenses (including lodging and meals) upon submission of receipts and, for cooperation following the Term of Employment, Executive’s actual, reasonable and documented legal fees.

15.             Executive’s Representations . Executive hereby represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound, (b) Executive is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person or entity and (c) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that Executive has consulted with independent legal counsel regarding Executive’s rights and obligations under this Agreement and that Executive fully understands the terms and conditions contained herein.

16.             Corporate Opportunity . Executive agrees that during his Term of Employment and for a period of twenty-four (24) months immediately following the termination of his employment with the Company for any reason, whether with or without Cause, Executive will not use opportunities discovered in the course of his employment hereunder for his own personal gain or benefit. For example, if in in any capacity described in Section 2 of this Agreement, Executive is approached about or otherwise becomes aware of a potential investment or other business transaction that may be appropriate for the Company, Executive will not take that opportunity for himself, or share or disclose it to any third party, but rather Executive will bring it to the attention of the Chief Executive Officer or the Board of Directors.

17.             Insurance for Company’s Own Behalf . The Company may, at its discretion, apply for and procure in its own name and for its own benefit life and/or disability insurance on Executive in any amount or amounts considered advisable. Executive agrees to cooperate in any medical or other examination, supply any information and execute and deliver any applications or other instruments in writing as may be reasonably necessary to obtain and constitute such insurance.

18.             Withholding. The Company shall be entitled to deduct or withhold from any amounts owing from the Company to Executive any federal, state, local or foreign withholding taxes, excise tax, or employment taxes that it reasonably determines are required to be imposed with respect to Executive’s compensation or other payments or benefits from the Company or Executive’s ownership interest in the Company (including wages, bonuses, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity).

19.             Survival . The rights and obligations of the parties under this Agreement shall survive as provided herein or if necessary or desirable to accomplish the purposes of other surviving provisions following the termination of Executive’s employment with the Company, regardless of the manner of or reasons for such termination.

20.             Notices . All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally against written receipt or mailed by prepaid first class certified mail, return receipt requested, or mailed by overnight courier prepaid, to (a) Executive at the address on file with the Company, and (b) Company at the following address:

Notices to the Company:

Bluerock REIT Operator, LLC

c/o Bluerock Residential Growth REIT, Inc.

712 Fifth Avenue, 9 ^th Floor

New York, NY 10019

Attention: Chief Executive Officer

Notices to Executive:

c/o Bluerock Residential Growth REIT, Inc.

712 Fifth Avenue, 9 ^th Floor

New York, NY 10019

All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section 20, be deemed given on the day so delivered, or, if delivered after 5:00 p.m. local time or on a day other than a Saturday, Sunday or any day on which banks located in the State of New York are authorized or obligated to close (a “ Business Day ”), then on the next proceeding Business Day, (ii) if delivered by certified mail in the manner described above to the address as provided in this Section 20, be deemed given on the earlier of the third Business Day following mailing or upon receipt and (iii) if delivered by overnight courier to the address as provided for in this Section 20, be deemed given on the earlier of the first Business Day following the date sent by such overnight courier or upon receipt, in each case regardless of whether such notice, request or other communication is received by any other Person to whom a copy of such notice is to be delivered pursuant to this Section 20. Any party hereto from time to time may change its address or other information for the purpose of notices to that party by giving notice specifying such change to the other party hereto.

21.             Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

22.             Entire Agreement . This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. For the avoidance of doubt, Executive shall not be eligible to participate in any severance plan or program during the Term of Employment to the extent such participation would result in a duplication of benefits. This Agreement will control the vesting and payment of any short term or long term incentive compensation (including equity compensation whether settleable in cash or Common Stock) to the extent this Agreement provides for more favorable vesting regardless of whether such awards are granted after the Effective Date.

23.             No Strict Construction . The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

24.             Counterparts . This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

25.             Successors and Assigns . This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective heirs, successors and assigns, except that Executive may not assign Executive’s rights or delegate Executive’s duties or obligations hereunder without the prior written consent of the Company. The Company may only assign this Agreement to a successor to all or substantially all of the business and/or assets of the Company. As used in this Agreement, “Company” shall mean the Company and any successor to its business and/or assets, which assumes and agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise.

26.             Choice of Law . All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

27.             Amendment and Waiver . The provisions of this Agreement may be amended or waived only with the prior written consent of the Company (as approved by the Chief Executive Officer) and Executive, and no course of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of this Agreement (including the Company’s right to terminate the Term of Employment for Cause) shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement.

28.             Consent to Jurisdiction . EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL, RETURN RECEIPT REQUESTED, TO SUCH PARTY’S RESPECTIVE ADDRESS SET FORTH ABOVE SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING IN THE STATE OF NEW YORK WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION IN THIS SECTION 27. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IN THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK, AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

29.             Waiver of Jury Trial . AS A SPECIFICALLY BARGAINED-FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

30.             Section 409A.

(a)                 Interpretation. Notwithstanding the other provisions hereof, this Agreement is intended to comply with the requirements of Section 409A of the Code and regulations thereunder (“ Section 409A ”) or any exemption thereunder, to the extent applicable, and this Agreement shall be interpreted accordingly. If necessary, any provisions of this Agreement that would otherwise violate Section 409A shall be deemed amended to comply with Section 409A. For purposes of Section 409A, each payment made under this Agreement shall be treated as a separate payment. In no event may Executive, directly or indirectly, designate the calendar year of any payment that constitutes deferred compensation for purposes of Section 409A. To the extent any payment or benefit provided under Sections 5 or 6 is contingent upon Executive’s execution of the general release of claims described in Section 5(d)(ii), if such payment or benefit constitutes deferred compensation for purposes of Section 409A and the 60-day period described in Section 5(d)(ii) spans calendar years, such payment and/or benefit shall be paid or commence, as applicable, in the latter calendar year. Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments or benefits hereunder that constitute deferred compensation for purposes of Section 409A only upon a “separation from service” within the meaning of Section 409A.

(b)                 Payment Delay . Notwithstanding any provision to the contrary in this Agreement, if on the date of Executive’s termination of employment, Executive is a “specified employee” (as such term is used in Section 409A), then any amounts payable to Executive that constitute deferred compensation for purposes of Section 409A that are payable due to Executive’s termination of employment shall be postponed and paid (without interest) to Executive in a lump sum on the date that is six (6) months and one (1) day following Executive’s “separation from service” with the Company (or any successor thereto); provided, however, that if Executive dies during such six-month period and prior to payment of the postponed cash amounts hereunder, the amounts delayed on account of Section 409A shall be paid to the personal representative of Executive’s estate on the sixtieth (60th) day after Executive’s death.

(c)                 Reimbursements . All reimbursements provided under this Agreement that constitute deferred compensation under Section 409A shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the taxable year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.

*   *   *   *   *

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

Exhibit 10.7

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “ Agreement ”) by and between Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “ REIT ”), Bluerock Residential Holdings, L.P, a Delaware limited partnership, the operating partnership subsidiary of the REIT (the “ Operating Partnership ”), and the Operating Partnership’s subsidiary, Bluerock REIT Operator, LLC, a Delaware limited liability company (“ REIT Operator ” and, together with the REIT and the Operating Partnership, the “ Company ”), and Christopher J. Vohs (“ Executive ”) is dated as of the Effective Date.

WHEREAS, the parties originally entered into an Employment Agreement (the “ Original Agreement ”) on August 3, 2017 and desire to amend and restate the Original Agreement to delay the grant and issuance of certain awards hereunder and change their respective vesting periods; and

WHEREAS, REIT Operator desires to employ Executive and Executive desires to be employed by REIT Operator to provide services for the Company on the terms contained herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.                    Term of Employment .

(a)                 Subject to the terms and conditions of this Agreement, REIT Operator hereby employs Executive, and Executive hereby accepts employment with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term of Employment (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.

(b)                 The term of employment under this Agreement will commence on the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “ Effective Date ”) and continue for an initial term through December 31, 2020 (the “ Initial Term ”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “ Renewal Term ”); provided, however, that either the Company or Executive may elect not to extend the Term of Employment by giving written notice to the other party at least sixty (60) days prior to any such anniversary date (a “ Non-Renewal ”). The period commencing on the Effective Date and ending at the end of the Initial Term or any Renewal Term (or earlier termination of Executive’s employment hereunder) shall hereinafter be referred to as the “ Term of Employment ” or “ Term .” If the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effect.

2.                    Position; Duties and Responsibilities .

(a)                 During the Term of Employment, Executive’s title will be Chief Financial Officer of the REIT and Executive will be employed by the REIT Operator and will serve as the Chief Financial Officer and Treasurer of the REIT, reporting directly to the Chief Executive Officer. In this capacity, Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in

similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Chief Executive Officer or the Board of Directors of the REIT (the “ Board of Directors ” or the “ Board ”) shall designate from time to time that are not inconsistent with Executive’s position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Partnership, and the operating agreement of REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company.

(b)                 During the Term of Employment, Executive will, without additional compensation, also serve as an officer of, and/or perform such executive and consulting services for, or on behalf of, such subsidiaries of the Company as the Chief Executive Officer may, from time to time, request.

(c)                 During the Term of Employment, Executive will serve the Company faithfully, diligently, and to the best of his ability and will devote substantially all of his business time and attention to the performance of his duties hereunder, and shall have no other employment (unless approved by the Chief Executive Officer); provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for himself and his family, (iv) devoting time as he determines in good faith to be necessary or appropriate to fulfill his duties to Bluerock Real Estate, LLC and its affiliates (“ Bluerock ”), or (v) accepting directorships or similar positions (together, the “Personal Activities”), in each case so long as the Personal Activities do not unreasonably interfere, individually or in the aggregate, with the performance of Executive’s duties to the Company under this Agreement or the restrictive covenants set forth in Section 10 of this Agreement.

(d)                 During the Term of Employment, Executive shall perform the services required by this Agreement at the Company’s principal offices located in Southfield, Michigan (the “ Principal Location ”), except for travel to other locations as may be necessary to fulfill Executive’s duties and responsibilities hereunder.

3.                    Compensation and Benefits .

(a)                 Base Salary . During the Term of Employment, Executive will be entitled to receive an annualized base salary (the “ Base Salary ”) of not less than $250,000. The Base Salary shall be paid in accordance with REIT Operator’s normal payroll practices, but no less often than semi-monthly.

(b)                 Incentive Compensation . In addition to the Base Salary, Executive shall be entitled to participate in any short-term and long-term incentive programs (including without limitation equity compensation plans) established by the Company, including for its senior level executives. However, during the Term of Employment, and subject to subsection (e) below, such arrangements will include:

(1)     Annual Performance Bonus . In each calendar year of the Term of Employment, Executive shall be eligible to receive an annual incentive bonus (the “ Annual Bonus ”) payable in cash, pursuant to the performance criteria and targets established and administered by the Board (or a committee of directors to whom such responsibility has been delegated by the Board), with a target Annual Bonus of at least 50% of his Base Salary. The Annual Bonus payable to Executive each year shall be determined and payable as soon as practicable after year-end for such year (but no later than March 15 ^th ). The Executive’s cash bonus for the stub period of 2017 will be determined in the reasonable business judgment of the Board or another committee of directors to whom such responsibility has been delegated by the Board. To be entitled to receive any Annual Bonus, except as otherwise provided in Sections 5(c) and 5(d), Executive must remain

employed through the last day of the calendar year to which the Annual Bonus relates.

(2)     Long-Term Equity Incentives . In connection with the Company’s long term incentive plan as established by the Board (or a committee of directors to whom such responsibility has been delegated by the Board) on a rolling three year basis:

a.                    Time-Vested Performance Equity Award . At the beginning of each year of the Term of Employment beginning with the year ending December 31, 2018, Executive shall be granted an annual award of time-vested equity in the form of long term incentive plan units of the Operating Partnership (“ LTIPs ”) (the “ Annual LTIP Award ”). The number of LTIPs to be issued pursuant to the Annual LTIP Award shall be determined by dividing an amount no less than $50,000 by the volume weighted average price of a share of the REIT’s Class A Common Stock, as reported on the NYSE MKT (or then-applicable Exchange), for the twenty (20) trading days immediately preceding the date of grant of such LTIP award. In addition, as of January 1, 2018, Executive shall be granted a pro-rated Annual LTIP Award for the 2017 stub period from the Effective Date through December 31, 2017, with the number of LTIPs granted to be determined based on the pro-rated dollar amount of the Annual LTIP Award, divided by the volume weighted average price of a share of the REIT’s Class A Common Stock, as reported on the NYSE MKT (or then-applicable Exchange), for the twenty (20) trading days immediately preceding (but not including) January 1, 2018. Each Annual LTIP Award (except the prorated award granted on January 1, 2018 for the 2017 stub period) will vest and become nonforfeitable in three equal installments on the effective date of each anniversary of grant, subject to provisions set forth in Sections 3(f) and 5 of this Agreement. The prorated award granted on January 1, 2018 for the 2017 stub period will vest and become nonforfeitable as follows: (i) the first installment on December 31, 2018 in the amount of one-third (1/3) of the 2017 stub period award and (ii) the second and third installments on the second and third anniversary of the Effective Date, respectively, in the amount of one-third (1/3) of the 2017 stub period award, in each case subject to provisions set forth in Sections 3(f) and 5 of this Agreement.

b.                   Long Term Equity Performance Award . At the beginning of each year of the Term of Employment beginning with the year ending December 31, 2018, Executive shall be granted an annual performance award of equity in the form of LTIPs for a three-year performance period, which award shall be subject to performance criteria and targets established and administered by the Board (or the compensation committee of the Board (the “ Compensation Committee ”) or another committee of directors to whom such responsibility has been delegated by the Board) (the “ Long Term Performance Award ”). The number of LTIPs to be issued pursuant to the Long Term Performance Award shall be no fewer than 150% of the Annual LTIP Award. Satisfaction of the performance criteria and targets established and administered by the Board (or the Compensation Committee or another committee of directors to whom such responsibility has been delegated by the Board) with respect to each Long Term Performance Award will be determined by the Board (or the Compensation Committee or such other committee to whom such responsibility has been delegated) and, to the extent earned, will thereupon vest and become nonforfeitable effective as of the last day of the performance period, subject to provisions set forth in Sections 3(f) and 5 of this Agreement.

(c)                 Employee Benefit Programs and Fringe Benefits . During the Term of Employment, Executive will be eligible to participate in all executive incentive and employee benefit programs of the Company made available to the Company’s senior level executives generally, as such programs may be in effect from time to time; provided that nothing herein shall prevent the Company from amending or terminating any such programs pursuant to the terms thereof (except to the extent the amendment or termination would prevent the Company from satisfying its obligations under Sections 3(a), 3(b) and 4). The REIT Operator will reimburse Executive for any and all necessary, customary and usual business expenses incurred and paid by Executive in connection with his employment upon

presentation to the Company of reasonable substantiation and documentation, and in accordance with, and subject to the terms and conditions of, applicable Company policies. During the Term, Executive shall be entitled to paid vacation and, if applicable paid time off, per year of the Term (as pro-rated for any stub employment period) in accordance with the Company’s policy on accrual and use applicable to employees as in effect from time to time, but in no event shall Executive accrue less than four (4) weeks of vacation per calendar year (pro-rated for any stub employment period).

(d)                 Insurance; Indemnification . Executive shall be covered by such comprehensive directors’ and officers’ liability insurance and errors and omissions liability insurance as the Company or the REIT shall have established and maintained in respect of its directors and officers generally and at its expense, and the Company or the REIT shall cause such insurance policies to be maintained in a manner reasonably acceptable to Executive both during and, in accordance with Section 5(i) below, after Executive’s employment with the Company. Executive shall also be entitled to indemnification rights, benefits and related expense advances and reimbursements to the same extent as any other director or officer of the Company or the REIT and to the maximum extent permitted under applicable law pursuant to an indemnification agreement, including “tail” coverage following termination of service (the “ Indemnification Agreement ”).

(e)                 Annual Review . Beginning in 2018, the Compensation Committee of the Board of Directors (the “ Compensation Committee ”) will undertake a formal review of the amounts payable and potentially payable to Executive pursuant to this Section 3 (the “ Compensation and Benefits ”) no less frequently than annually. The Compensation Committee shall be entitled to make all determinations relating to this Section 3(e) in its sole discretion; provided, however, that neither the Compensation Committee nor the Company shall be entitled to decrease Executive’s Base Salary or the annual or long-term target incentive opportunities (as referenced in Section 3(b)).

(f)                  Clawback/Recoupment . Notwithstanding any other provisions in this Agreement to the contrary, any compensation provided to, or gain realized by, Executive pursuant to this Agreement or any other agreement or arrangement with the Company shall be subject to repayment and/or forfeiture by Executive to the Company if and to the extent any such compensation or gain (i) is or becomes subject to the “clawback” policy adopted by the REIT and in effect as of the date hereof that is applicable to Executive and other similarly situated executives, or (ii) is, or in the future, becomes subject to, any law, rule, requirement or regulation which imposes mandatory recoupment or forfeiture, under circumstances set forth in such law, rule, requirement or regulation.

4.                    Initial Commitment Award . On January 1, 2018, Executive shall be granted an award of LTIPs (the “ Initial Commitment Award ”). The number of LTIPs to be issued pursuant to this Section 4 shall be determined by dividing $500,000 by the volume weighted average price of a share of the REIT’s Class A Common Stock, as reported on the NYSE MKT (or then-applicable Exchange), for the twenty (20) trading days immediately preceding the date of grant. The Initial Commitment Award will vest and become nonforfeitable as follows: (i) the first installment on December 31, 2018 in the amount of one-fifth (1/5) of the Initial Commitment Award and (ii) the second through fifth installments on the second through fifth anniversary of the Effective Date, respectively, in an amount equal to one-fifth (1/5) of the Initial Commitment Award, in each case subject to provisions set forth in Sections 3(f) and 5 of this Agreement.

5.                    Termination of Employment .

(a)                 Termination Due to Disability . The Company may cause the REIT Operator to terminate Executive’s employment, to the extent permitted by applicable law, if Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of

not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, actually receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company (“ Disability ”). If Executive’s employment is terminated under this Section 5(a) for Disability, (A) the Company shall pay to Executive the Accrued Benefits pursuant to Section 5(i) below, and (B) Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to, each Annual LTIP Award and the Initial Commitment Award), shall become fully vested as of Executive’s date of termination for Disability and (y) that are subject to performance-based vesting conditions (including each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests pursuant to clause (y) will be pro-rated for the actual number of days in the applicable vesting period preceding the date of termination of Executive’s employment.

(b)                 Termination Due to Death . Executive’s employment shall terminate automatically upon Executive’s death during the Term of Employment. If Executive’s employment is terminated because of Executive’s death, (i) the Company shall pay to Executive’s executor, legal representative, administrator or designated beneficiary, as applicable, the Accrued Benefits pursuant to Section 5(i) below, and (ii) Executive’s executor, legal representative, administrator or designated beneficiary, as applicable, shall be entitled to all of Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to, each Annual LTIP Award and the Initial Commitment Award), which shall become fully vested as of Executive’s date of termination and (y) that are subject to performance-based vesting conditions (including each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests and becomes payable pursuant to clause (y) will be pro-rated for the actual number of days in the applicable performance period preceding Executive’s death. Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive’s executors, legal representatives, administrators, heirs or assigns or any other person claiming under or through Executive.

(c)                 Company Non-Renewal . In the event that Executive’s employment is terminated by reason of a Non-Renewal by the Company and Executive is willing and able, at the time of such Non-Renewal, to continue performing services on the terms and conditions set forth herein for the Renewal Term that would have occurred but for the Non-Renewal, then Executive shall be entitled to the payments and benefits provided in Section 5(d) below, subject to the terms and conditions of Section 5(d) including the Release Requirement.

(d)                 Termination by the Company Without Cause or by Executive for Good Reason . The Company may cause the REIT Operator to terminate Executive’s employment at any time without Cause (as provided in Section 7) upon not less than sixty (60) days’ prior written notice to Executive, and Executive may terminate Executive’s employment by resigning for Good Reason (as provided in Section 7) upon not less than sixty (60) days’ prior written notice of such resignation to the Company. Upon any such termination of Executive’s employment without Cause or for Good Reason, Executive shall be entitled to receive the following:

(i)                  The Accrued Benefits, pursuant to Section 5(i) below; and

(ii)                if Executive signs a general release of claims in favor of the Company in substantially the same form as attached hereto as Exhibit A , and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of

termination (the “ Release Requirement ”):

(1)                 the Company shall pay Executive a cash amount (the “ Severance Amount ”) equal to two (2) (the “ Severance Multiple ”) times the sum of (A) his then-current Base Salary and (B) the average of the Annual Bonuses paid to Executive in accordance with Section 3(b) hereof for the two years preceding the termination; provided, however, if Executive’s termination pursuant to this Section 5(d) occurs (I) during the year ending December 31, 2017, Executive’s Target Bonus (as per the incentive plan established for Executive) (“ Target Bonus ”) will be used in lieu of the average described in Section 5(d)(ii)(1)(B), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to Executive for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in accordance with the normal payroll practice of the REIT Operator over the twelve-month period beginning within sixty (60) days following the effective date of Executive’s termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Executive’s termination);

(2)                 within sixty (60) days following the effective date of termination, the Company shall pay Executive an amount equal to Executive’s Target Bonus for the then-current calendar year of Executive’s employment (annualized, to the extent the 2017 Target Bonus is used), pro-rated for the number of days in such calendar year ending on the effective date of Executive’s termination of employment;

(3)                 Executive’s outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of Executive’s termination and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests pursuant to clause (y) will be pro-rated for the actual number of days in the applicable vesting period preceding the effective date of Executive’s termination of employment; and

(4)                 if Executive is entitled to elect continuation of coverage under any Company group health plan pursuant to applicable law, the REIT Operator will reimburse Executive for 100% of the COBRA premiums incurred by Executive for Executive and his dependents under such health care plan during the duration of Executive’s COBRA continuation period.

(e)                 Termination by the Company for Cause . The Company may cause the REIT Operator to terminate Executive’s employment at any time for Cause pursuant to the provisions of Section 7(a) below, in which event as of the effective date of such termination all payments and benefits under this Agreement shall cease and all then unvested awards or benefits shall be forfeited, except for the continuing obligation to pay Executive his Accrued Benefits.

(f)                  Voluntary Termination by Executive without Good Reason . Executive may voluntarily terminate his employment without Good Reason upon sixty (60) days’ prior written notice. In any such event, after the effective date of such termination, no further payments or benefits shall be due under this Agreement and all then unvested awards or benefits shall be forfeited, except for the obligation to pay Executive after the effective date of such termination his Accrued Benefits. For the avoidance of

doubt, Non-Renewal by Executive shall constitute a termination under this Section 5(f).

(g)                 Notice of Termination . Any termination of Executive’s employment shall be communicated by a written notice of termination to the other party hereto given in accordance with Section 20 and shall specify the termination date in accordance with the requirements of this Agreement.

(h)                 Resignation of All Other Positions . Upon termination of Executive’s employment for any reason, Executive shall be deemed to have resigned from all positions that Executive holds as an officer of the Company or any affiliate of the Company, and from all positions that he holds as a member of the Board of Directors (or a committee thereof) or the board of directors (or a committee thereof) of any subsidiary or affiliate of the REIT, unless otherwise mutually agreed with the Board of Directors, and shall take all actions reasonably requested by the Company to effectuate the foregoing.

(i)                  General Provisions . (1) Upon any termination of Executive’s employment, Executive shall be entitled to receive the following: (A) any unpaid Base Salary and accrued but unused vacation and/or paid time off (determined in accordance with Company policy) through the date of termination (paid in cash within 30 days, or such shorter period required by applicable law, following the effective date of termination), (B) reimbursement for all necessary, customary and usual business expenses and fees incurred and paid by Executive prior to the effective date of termination, in accordance with Section 3(c) above (payable in accordance with the Company’s expense reimbursement policy), and (C) vested benefits, if any, to which Executive may be entitled under the Company’s employee benefit plans, including those as provided in Section 3(c) above (payable in accordance with the applicable employee benefit plan), and directors and officers liability coverage pursuant to Section 3(d) for actions and inactions occurring during the Term, and continued coverage for any actions or inactions by Executive while providing cooperation under this Agreement (collectively, “ Accrued Benefits ”).

(2) During any notice period required under Section 5 or Section 7, as applicable, (A) Executive shall remain employed by the Company and shall continue to be bound by all the terms of this Agreement and any other applicable duties and obligations to the Company, (B) the Company may direct Executive not to report to work, and (C) Executive shall only undertake such actions on behalf of the Company, consistent with his position, as expressly directed by the Chief Executive Officer.

The parties agree that a termination of Executive’s employment pursuant to this Section 5 will not be a breach of this Agreement and does not relieve either party of its other obligations hereunder.

6.                    Change in Control .

(a)                 Termination Without Cause or Resignation for Good Reason Upon or After a Change in Control . If, upon or within eighteen (18) months after a Change in Control (as defined below), Executive’s employment is terminated pursuant to Section 5(c) or 5(d), the provisions of Sections 5(d)(i) and (ii) shall then apply except that the Severance Multiple set forth in Section 5(d)(ii)(1) shall be three.

(b)                 Code Section 280G .

(i)                  Treatment of Payments . Notwithstanding anything in this Agreement or any other plan, arrangement or agreement to the contrary, in the event that an independent, nationally recognized, accounting firm which shall be designated by the Company with Executive’s written consent (which consent shall not be unreasonably withheld) (the “ Accounting Firm ”) shall determine that any payment or benefit received or to be received by Executive from the Company or any of its affiliates or from any person who effectuates a change in control or effective control of the Company or any of such person’s affiliates (whether pursuant to the terms of this Agreement or any other plan, arrangement or

agreement) (all such payments and benefits, the “ Total Payments ”) would fail to be deductible under Section 280G of the Internal Revenue Code of 1986, as amended (the “ Code ”), or otherwise would be subject (in whole or part) to the excise tax imposed by Section 4999 of the Code (the “ Excise Tax ”) then the payments or benefits to be received by Executive that are subject to Section 280G or 4999 of the Code shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax, but such reduction shall occur if and only to the extent that the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes, and employment, Social Security and Medicare taxes on such reduced Total Payments), is greater than or equal to the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes and employment, Social Security and Medicare taxes on such Total Payments and the amount of Excise Tax (or any other excise tax) to which Executive would be subject in respect of such unreduced Total Payments). For purposes of this Section 6(b)(i), the above tax amounts shall be determined by the Accounting Firm, applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied (or is likely to apply) to Executive’s taxable income for the tax year in which the transaction which causes the application of Section 280G or 4999 of the Code occurs, or such other rate(s) as the Accounting Firm determines to be likely to apply to Executive in the relevant tax year(s) in which any of the Total Payments is expected to be made. If the Accounting Firm determines that Executive would not retain a larger amount on an after-tax basis if the Total Payments were so reduced, then Executive shall retain all of the Total Payments.

(ii)                Ordering of Reduction . In the case of a reduction in the Total Payments pursuant to Section 6(b)(i), the Total Payments will be reduced in the following order: (A) payments that are payable in cash (and that are not deferred compensation within the meaning of Section 409A of the Code) that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (B) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) (and that are not deferred compensation within the meaning of Section 409A of the Code), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (C) payments that are payable in cash (and that are not deferred compensation within the meaning of Section 409A of the Code) that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (D) payments and benefits (that are not deferred compensation within the meaning of Section 409A of the Code) due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (E) all other cash or non-cash benefits not otherwise described in above will be next reduced pro-rata with any payments or benefits that are deferred compensation within the meaning of Section 409A of the Code being reduced last.

(iii)        Certain Determinations . For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (A) no portion of the Total Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (B) no portion of the Total Payments will be taken into account which, in the opinion of the Accounting Firm, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of the Accounting Firm, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Accounting Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. Executive and the Company

shall furnish such documentation and documents as may be necessary for the Accounting Firm to perform the requisite calculations and analysis under this Section 6(b) (and shall cooperate to the extent necessary for any of the determinations in this Section 6(b)(iii) to be made), and the Accounting Firm shall provide a written report of its determinations hereunder, including detailed supporting calculations. If the Accounting Firm determines that aggregate Total Payments should be reduced as described above, it shall promptly notify Executive and the Company to that effect. In the absence of manifest error, all determinations by the Accounting Firm under this Section 6(b) shall be binding on Executive and the Company and shall be made as soon as reasonably practicable following the later of Executive’s date of termination of employment or the date of the transaction which causes the application of Section 280G of the Code. The Company shall bear all costs, fees and expenses of the Accounting Firm and any legal counsel retained by the Accounting Firm.

(iv)        Additional Payments . If Executive receives reduced payments and benefits by reason of this Section 6(b) and it is established pursuant to a determination of a court of competent jurisdiction which is not subject to review or as to which the time to appeal has expired, or pursuant to an Internal Revenue Service proceeding, that Executive could have received a greater amount without resulting in any Excise Tax, then the Company shall thereafter pay Executive the aggregate additional amount which could have been paid without resulting in any Excise Tax as soon as reasonably practicable following such determination.

7.                    Definitions .

(a)                 “ Cause ” shall mean any of the following grounds for termination of Executive’s employment:

(i)                     Executive’s conviction of, or plea of guilty or nolo contendere to, a felony (excluding traffic-related felonies), or any financial crime involving the Company (including, but not limited to, fraud, embezzlement or misappropriation of Company assets) which termination shall become effective immediately as of the date the Board of Directors determines to terminate this Agreement, which action must be taken on or after the date of such conviction or plea or within sixty (60) days thereafter;

(ii)                Executive’s willful and gross misconduct in the performance of his duties (other than by reason of his incapacity or disability) it being expressly understood that the Company’s dissatisfaction with Executive’s performance shall not constitute Cause;

(iii)              Executive’s continuous, willful and material breach of this Agreement after written notice of such breach has been given by the Board in its reasonable discretion exercised in good faith; provided that, in no event shall any action or omission in subsection (ii) or (iii) constitute “Cause” unless (1) the Company gives notice to Executive stating that Executive will be terminated for Cause, specifying the particulars thereof in reasonable detail and the effective date of termination (which shall be no less than ten (10) business days following the date on which such written notice is received by Executive) (the “ Cause Termination Notice ”), (2) the Company provides Executive and his counsel with an opportunity to appear before the Board to rebut or dispute the alleged reason for termination on a specified date that is at least three (3) business days following the date on which the Cause Termination Notice is given, but prior to the stated termination date described in clause (1), and (3) a majority of the Board (calculated without regard to Executive, if applicable) determines that Executive has failed to materially cure or cease such misconduct or breach within ten (10) business days after the Cause Termination Notice is given to him. For purposes of the foregoing sentence, no act, or failure to act, on Executive’s part shall be considered willful unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company, and any act or omission by Executive pursuant to the authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel to the Company will be deemed made in good faith and in the best

interest of the Company.

(b)                 “ Good Reason ” shall mean, without Executive’s consent:

(i)                  the assignment to Executive of duties or responsibilities substantially inconsistent with Executive’s title at the Company or a material diminution in Executive’s title, authority or responsibilities; provided, that, a change in title or modification of authority or responsibilities in connection with hiring new or elevating other executives as reasonably required or commensurate with the growth of the Company shall not constitute Good Reason;

(ii)                A material reduction in Executive’s Base Salary or the annual or long-term target incentive opportunities (as referenced in Section 3(b)) during the Term;

(iii)              A continuous, willful and material breach by the Company of this Agreement; or

(iv)               the relocation (without the written consent of Executive) of Executive’s principal place of employment by more than thirty-five (35) miles from the Principal Location.

Notwithstanding the foregoing, (1) Good Reason shall not be deemed to exist unless notice of termination on account thereof (specifying a termination date of at least sixty (60) days but no more than ninety (90) days from the date of such notice) is given no later than ninety (90) days after the time at which the event or condition purportedly giving rise to Good Reason first occurs or arises and (2) if there exists an event or condition that constitutes Good Reason, the Company shall have thirty (30) days from the date notice of such termination is received to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder; provided, however, that the Company’s right to cure such event or condition shall not apply if there have been repeated breaches by the Company.

(c)                 “ Change in Control ” shall have the same meaning as the term “Change of Control” set forth in the Bluerock Residential Growth REIT, Inc. Second Amended and Restated 2014 Equity Incentive Plan for Individuals Effective on the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017).

8.                    Confidentiality/Non-Disclosure . Executive acknowledges that, in the course of his employment with the Company, he has become and/or will become acquainted and trusted with (a) certain confidential information and trade secrets, which confidential information includes, but is not limited to, proprietary software, customer lists and information, information concerning the Company’s finances, business practices, long-term and strategic plans and similar matters, information concerning the Company’s formulas, designs, methods of business, trade secrets, technology, business operations, business records and files, and any other information that is not generally known to the public or within the industry or trade in which the Company competes and was not known to Executive prior to his employment with the Company, and (b) information of third parties that the Company is under a duty to maintain as confidential (collectively, “ Confidential Information ”). Except in furtherance of his duties hereunder, Executive agrees that he will not cause any Confidential Information to be disclosed to third parties without the prior written consent of the Company and that he will not, without the prior written consent of the Company, divulge or make any use of such Confidential Information, except as may be required by law and/or to fulfill his obligations hereunder. Upon the termination of Executive’s employment for whatever reason, or at any time the Company may request, Executive shall immediately deliver to the Company all of the Company’s property in Executive’s possession or under Executive’s control, including but not limited to all originals and copies of memoranda, notes, plans, records, reports,

computer files, disks and tapes, thumb drives, printouts, worksheets, source code, software, programming work, and all documents, forms, records or other information, in whatever form it may exist, regarding the Company’s business, clients, products or services. Confidential Information does not include information that: (i) becomes generally known to the public subsequent to disclosure to Executive through no wrongful act of Executive or any representative of Executive; (ii) was known to the public prior to its disclosure to Executive; or (iii) Executive is required to disclose by applicable law, regulation or legal process. Additionally, the Parties acknowledge and agree that the obligations of this Section 8 shall be in addition to and shall not diminish any obligations that Executive may have to Company or any customer of Company under any separate Non-Disclosure and Confidentiality Agreement that Executive may execute during his employment with the Company.

9.                    Intellectual Property, Inventions and Patents. Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company’s actual or anticipated business, research and development or existing or future products or services and which were or are conceived, developed, contributed to or made or reduced to practice by Executive (whether alone or jointly with others) while employed by the Company, whether before or after the date of this Agreement (“ Work Product ”), belong to the Company. Executive shall promptly disclose such Work Product to the Chief Executive Officer and, at the Company’s expense, perform all actions reasonably requested by the Chief Executive Officer (whether during or after the Term of Employment) to establish and confirm such ownership (including assignments, consents, powers of attorney and other instruments). Executive acknowledges that all copyrightable Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended, and that the Company shall own all rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to the Company all right, title and interest, including a copyright, in and to such copyrightable work. The foregoing provisions of this Section 9 shall not apply to any invention that Executive developed entirely on Executive’s own time without using the Company’s equipment, supplies, facilities or trade secret information, except for those inventions that (i) relate to the Company’s business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by Executive for the Company.

10.                Restrictive Covenants .

(a)                 Notification of New Employer . During Executive’s employment and for a period of twelve (12) months immediately following the termination of his employment with the Company, Executive will advise the Company of any new employer of his, or any other person or entity for whom he may perform services, within three (3) days after commencing to work for such employer or other person or entity. Executive hereby agrees to notify, and grant consent to notification by the Company to, any new employer, or other person or entity for whom he may perform services, of his obligations under this Agreement.

(b)                 Solicitation of Employees . Executive agrees that during his employment and for a period of twelve (12) months immediately following the termination of his employment with the Company for any reason, whether with or without cause, he will not directly or indirectly, for himself or any other person or entity:

(i)                  solicit, induce, recruit or encourage any of the Company’s employees, exclusive consultants or exclusive independent contractors or any person who provides services to the Company to terminate or reduce their employment or other relationship with the Company;

(ii)                hire any individual who is (or was, within the six (6) month period immediately preceding such hiring) an employee, exclusive consultant, or exclusive independent contractor of the Company; or

(iii)              attempt to do any of the foregoing.

(c)                 Solicitation of Customers . Executive agrees that during his employment and for a period of eighteen (18) months immediately following the termination of his employment with the Company for any reason, whether with or without cause, he will not directly or indirectly, (i) solicit, entice, or induce any Customer for the purpose of providing, or provide, products or services that are competitive with the products or services provided by the Company, or (ii) solicit, entice, or induce any Customer to terminate or reduce its business with (or refrain from increasing its business with) the Company.

As used in this Section 10(c), “ Customer ” means any person or entity to which the Company provided products or services (or was invested in products offered by the Company), and with which Executive had contact on behalf of the Company, within the last twelve (12) months of his employment with the Company.

(d)                 Noncompetition . Executive agrees that during his employment and for a period of eighteen (18) months immediately following the termination of his employment with the Company for any reason, whether with or without cause, he will not directly or indirectly:

(i)                  have any ownership interest in a Competitor other than (1) Bluerock or (2) passive investment of no more than 5% of the outstanding equity or debt securities of a Competitor; or

(ii)                engage in or perform services other than Personal Activities (whether as an employee, consultant, proprietor, partner, director or otherwise) for any Competitor, if such services either (1) are the same as or similar to (individually or in the aggregate) the services Executive performed for the Company during his employment with the Company, or (2) are performed with respect to products or services of the Competitor that are competitive with the products or services provided by the Company with which Executive was involved during his employment with the Company or about which he received Confidential Information during his employment with the Company.

As used in this section, “ Competitor ” means: (i) any private or publicly traded real estate investment trust, fund or other investment vehicle or program whose principal place of business is in the United States and whose business strategy is based on investing in, acquiring or developing multifamily real estate, whether directly or indirectly through joint ventures, or (ii) any entity whose principal place of business is in the United States and that advises (including any external advisor) such investment vehicles or programs.

The scope of the covenant set forth in Section 10(d) will be within or with respect to the United States. Executive acknowledges that the Company’s technology and products have nationwide application, including without limitation over the Internet and that such geographic scope is therefore reasonable.

(e)                 Non-Disparagement . The Company and Executive each acknowledge that any disparaging comments by either party against the other are likely to substantially depreciate the business reputation of the other party. The Company and Executive further agree that neither party will directly or indirectly defame, disparage, or publicly criticize the services, business, integrity, veracity or reputation of the of the other party, including but not limited to, the Company or its owners, officers, directors, or employees in any forum or through any medium of communication. Nothing in this Agreement will preclude Executive or the Company from supplying truthful information to any governmental authority or in response to any lawful subpoena or other legal process.

(f)                  Executive acknowledges and agrees that during his employment with Company he will owe the Company duties of good faith, loyalty and non-disclosure and such statutory duties that are applicable to an officer of the Company under the laws of the State of New York.

11.                Remedies . Executive acknowledges and agrees that the restrictions set forth in this Agreement are critical and necessary to protect the Company’s legitimate business interests; are reasonably drawn to this end with respect to duration, scope, and otherwise; are not unduly burdensome; are not injurious to the public interest; and are supported by adequate consideration. Executive agrees that it would be impossible or inadequate to measure and calculate the Company’s damages from any breach of the restrictions set forth herein. Accordingly, Executives agrees that if he breaches or threatens to breach any of such restrictions, the Company will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. Executive further agrees that no bond or other security will be required in obtaining such equitable relief and he hereby consents to the issuance of such injunction and to the ordering of specific performance. Executive further acknowledges and agrees that (a) any claim he may have against the Company, whether under this Agreement or otherwise, will not be a defense to enforcement of the restrictions set forth in this Agreement, (b) the circumstances of his termination of employment with the Company will have no impact on his obligations under this Agreement, and (c) this Agreement is enforceable by the Company and its respective subsidiaries, affiliates, successors and permitted assigns.

12.                LTIP General Provisions . Distributions on LTIPs will be paid from the date of grant; provided that, only for the Long Term Performance Awards, distributions until the last day of the three year performance period (or the date of forfeiture if earlier), shall be paid at the rate of ten percent (10%) of the distributions otherwise payable with respect to LTIPs granted under such Long Term Performance Awards; provided further, with respect to each LTIP granted for Long Term Performance Awards and that vests in accordance with this Agreement, Executive shall be entitled to receive, as of the date of such vesting, a single cash payment equal to the distributions payable with respect thereto back to the date of grant, minus the distributions already paid in accordance with the preceding clause. The REIT will use its best efforts to ensure that there are sufficient shares of Common Stock and/or LTIPs available under a shareholder approved equity plan of the REIT to provide for the equity grants described in Sections 3(b) and 4 of this Agreement; however, in the event there are insufficient shares of Common Stock and/or LTIPs available under a shareholder approved equity plan of the REIT to support any such grant of any LTIPs, on the vesting date of any LTIP grant contemplated pursuant to Section 3(b) or 4, as applicable, had such LTIPs been granted as provided therein, the Company shall make a cash payment to Executive equal to the number of LTIPs that would have vested on such date multiplied by (a) to the extent the Economic Capital Account Balance of the LTIPs has not achieved capital account equivalence with a Common Unit held by the General Partner as of such date (assuming, for purposes of this clause (a) that the LTIPs had been granted and treated as outstanding under and received allocations and/or adjustments pursuant to the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., as amended (the “ LP Agreement ”)), an amount equal to such deemed Economic Capital Account Balance of the LTIPs, and (b) to the extent the Economic Capital Account Balance of the LTIPs has achieved capital account equivalence with a Common Unit held by the General Partner as of such date (assuming, for purposes of this clause (b) that the LTIPs had been granted and treated as outstanding under and received allocations and/or adjustments pursuant to the LP Agreement), an amount equal to the average of the closing sales price of the Common Stock for the 10 trading dates preceding the vesting date. The capitalized terms used in this section, if not otherwise defined in this Agreement, will have the meanings set forth in the LP Agreement.

13.                Additional Acknowledgments .

(a)                 Executive and the Company each agree and intend that Executive’s obligations

under this Agreement (to the extent not perpetual) be tolled during any period that Executive is in breach of any of the obligations under this Agreement, so that the Company is provided with the full benefit of the restrictive periods set forth herein.

(b)                 Executive also agrees that, in addition to any other remedies available to the Company and notwithstanding any provision of this Agreement to the contrary, in the event Executive breaches in any material respect any of his obligations under Sections 8, 9 or 10, the Company shall immediately cease all payments and benefits (including vesting of equity-based awards) under Section 5 and will have no further obligations thereunder.

(c)                 Executive and the Company further agree that, in the event that any provision of Section 10 is determined by a court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic scope or too great a range of activities, that provision will be deemed to be modified to permit its enforcement to the maximum extent permitted by law. Each of Executive and the Company acknowledges and agrees that the Company will suffer irreparable harm from a breach by Executive of any of the covenants or agreements contained in Sections 8, 9, or 10. Executive further acknowledges that the restrictive covenants set forth in those Sections are of a special, unique, and extraordinary character, the loss of which cannot be adequately compensated by monetary damages. Executive agrees that the terms and provisions of Sections 8, 9, or 10 are fair and reasonable and are reasonably required for the protection of the Company in whose favor such restrictions operate. Executive acknowledges that, but for Executive’s agreements to be bound by the restrictive covenants set forth in Sections 8, 9, or 10, the Company would not have entered into this Agreement. In the event of an alleged or threatened breach by Executive of any of the provisions of Sections 8, 9, or 10, the Company or its successors or assigns may, in addition to all other rights and remedies existing in its or their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other equitable relief in order to enforce or prevent any violations of the provisions hereof (including, without limitation, the extension of the noncompetition period or nonsolicitation period, as applicable, by a period equal to the duration of the violation).

(d)                 Executive and the Company further agree that REIT Operator is the employer of Executive for all U.S. federal income tax and employment tax purposes. In accordance with such status, to the extent that any provision herein permits the Company to control, supervise, or otherwise determine the rights, responsibilities, or obligations of Executive hereunder; to remunerate, reimburse, or otherwise provide any economic benefit to Executive hereunder (or to determine the amount of such payments or benefits); or to otherwise initiate, terminate, or otherwise alter the terms of Executive’s employment with REIT Operator hereunder, it is acknowledged and agreed by all parties hereto that such actions are taken on behalf of REIT Operator, which hereby grants all necessary power and authority to the Company to take such actions on behalf of REIT Operator.

14.                Executive’s Cooperation . During the Term of Employment and, to the extent that the Company pays Executive’s actual, reasonable and documented legal fees for legal counsel, also for a reasonable period thereafter, Executive shall reasonably cooperate with the Company in any internal investigation, any administrative, regulatory or judicial investigation or proceeding or any dispute with a third party as reasonably requested by the Company to the extent that such investigation, proceeding or dispute may relate to matters in which Executive has knowledge as a result of Executive’s employment with the Company or Executive’s serving as an officer or director of the Company (including Executive being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s request, after reasonable notice, to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Executive’s possession, all at times and on schedules that are reasonably consistent with Executive’s other permitted activities and commitments). Without limiting the generality of the foregoing, to the extent that the Company seeks

such assistance, the Company shall use reasonable business efforts, whenever possible, to provide Executive with reasonable advance notice of its need for Executive’s assistance and will attempt to coordinate with Executive the time and place at which Executive’s assistance will be provided with the goal of minimizing the impact of such assistance on any other material pre-scheduled business commitment that Executive may have. In the event the Company requires Executive’s reasonable assistance or cooperation in accordance with this Section 14, the Company shall reimburse Executive solely for reasonable travel expenses (including lodging and meals) upon submission of receipts and, for cooperation following the Term of Employment, Executive’s actual, reasonable and documented legal fees.

15.                Executive’s Representations . Executive hereby represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound, (b) Executive is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person or entity and (c) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that Executive has consulted with independent legal counsel regarding Executive’s rights and obligations under this Agreement and that Executive fully understands the terms and conditions contained herein.

16.                Corporate Opportunity . Executive agrees that during his Term of Employment and for a period of twenty-four (24) months immediately following the termination of his employment with the Company for any reason, whether with or without Cause, Executive will not use opportunities discovered in the course of his employment hereunder for his own personal gain or benefit. For example, if in in any capacity described in Section 2 of this Agreement, Executive is approached about or otherwise becomes aware of a potential investment or other business transaction that may be appropriate for the Company, Executive will not take that opportunity for himself, or share or disclose it to any third party, but rather Executive will bring it to the attention of the Chief Executive Officer or the Board of Directors.

17.                Insurance for Company’s Own Behalf . The Company may, at its discretion, apply for and procure in its own name and for its own benefit life and/or disability insurance on Executive in any amount or amounts considered advisable. Executive agrees to cooperate in any medical or other examination, supply any information and execute and deliver any applications or other instruments in writing as may be reasonably necessary to obtain and constitute such insurance.

18.                Withholding. The Company shall be entitled to deduct or withhold from any amounts owing from the Company to Executive any federal, state, local or foreign withholding taxes, excise tax, or employment taxes that it reasonably determines are required to be imposed with respect to Executive’s compensation or other payments or benefits from the Company or Executive’s ownership interest in the Company (including wages, bonuses, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity).

19.                Survival . The rights and obligations of the parties under this Agreement shall survive as provided herein or if necessary or desirable to accomplish the purposes of other surviving provisions following the termination of Executive’s employment with the Company, regardless of the manner of or reasons for such termination.

20.                Notices . All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally against written receipt or mailed by prepaid first class certified mail, return receipt requested, or mailed by overnight courier prepaid, to (a) Executive at the address on file with the Company, and (b) Company at the following address:

Notices to the Company:

Bluerock REIT Operator, LLC

c/o Bluerock Residential Growth REIT, Inc.

712 Fifth Avenue, 9 ^th Floor

New York, NY 10019

Attention: Chief Executive Officer

Notices to Executive:

c/o Bluerock Residential Growth REIT, Inc.

712 Fifth Avenue, 9 ^th Floor

New York, NY 10019

All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section 20, be deemed given on the day so delivered, or, if delivered after 5:00 p.m. local time or on a day other than a Saturday, Sunday or any day on which banks located in the State of New York are authorized or obligated to close (a “ Business Day ”), then on the next proceeding Business Day, (ii) if delivered by certified mail in the manner described above to the address as provided in this Section 20, be deemed given on the earlier of the third Business Day following mailing or upon receipt and (iii) if delivered by overnight courier to the address as provided for in this Section 20, be deemed given on the earlier of the first Business Day following the date sent by such overnight courier or upon receipt, in each case regardless of whether such notice, request or other communication is received by any other Person to whom a copy of such notice is to be delivered pursuant to this Section 20. Any party hereto from time to time may change its address or other information for the purpose of notices to that party by giving notice specifying such change to the other party hereto.

21.                Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

22.                Entire Agreement . This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. For the avoidance of doubt, Executive shall not be eligible to participate in any severance plan or program during the Term of Employment to the extent such participation would result in a duplication of benefits. This Agreement will control the vesting and payment of any short term or long term incentive compensation (including equity compensation whether settleable in cash or Common Stock) to the extent this Agreement provides for more favorable vesting regardless of whether such awards are granted after the Effective Date.

23.                No Strict Construction . The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

24.                Counterparts . This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

25.                Successors and Assigns . This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective heirs, successors and assigns, except that Executive may not assign Executive’s rights or delegate Executive’s duties or obligations hereunder without the prior written consent of the Company. The Company may only assign this Agreement to a successor to all or substantially all of the business and/or assets of the Company. As used in this Agreement, “Company” shall mean the Company and any successor to its business and/or assets, which assumes and agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise.

26.                Choice of Law . All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

27.                Amendment and Waiver . The provisions of this Agreement may be amended or waived only with the prior written consent of the Company (as approved by the Chief Executive Officer) and Executive, and no course of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of this Agreement (including the Company’s right to terminate the Term of Employment for Cause) shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement.

28.                Consent to Jurisdiction . EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL, RETURN RECEIPT REQUESTED, TO SUCH PARTY’S RESPECTIVE ADDRESS SET FORTH ABOVE SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING IN THE STATE OF NEW YORK WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION IN THIS SECTION 27. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IN THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK, AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

29.                Waiver of Jury Trial . AS A SPECIFICALLY BARGAINED-FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

30.                Section 409A.

(a)                 Interpretation. Notwithstanding the other provisions hereof, this Agreement is

intended to comply with the requirements of Section 409A of the Code and regulations thereunder (“ Section 409A ”) or any exemption thereunder, to the extent applicable, and this Agreement shall be interpreted accordingly. If necessary, any provisions of this Agreement that would otherwise violate Section 409A shall be deemed amended to comply with Section 409A. For purposes of Section 409A, each payment made under this Agreement shall be treated as a separate payment. In no event may Executive, directly or indirectly, designate the calendar year of any payment that constitutes deferred compensation for purposes of Section 409A. To the extent any payment or benefit provided under Sections 5 or 6 is contingent upon Executive’s execution of the general release of claims described in Section 5(d)(ii), if such payment or benefit constitutes deferred compensation for purposes of Section 409A and the 60-day period described in Section 5(d)(ii) spans calendar years, such payment and/or benefit shall be paid or commence, as applicable, in the latter calendar year. Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments or benefits hereunder that constitute deferred compensation for purposes of Section 409A only upon a “separation from service” within the meaning of Section 409A.

(b)                 Payment Delay . Notwithstanding any provision to the contrary in this Agreement, if on the date of Executive’s termination of employment, Executive is a “specified employee” (as such term is used in Section 409A), then any amounts payable to Executive that constitute deferred compensation for purposes of Section 409A that are payable due to Executive’s termination of employment shall be postponed and paid (without interest) to Executive in a lump sum on the date that is six (6) months and one (1) day following Executive’s “separation from service” with the Company (or any successor thereto); provided, however, that if Executive dies during such six-month period and prior to payment of the postponed cash amounts hereunder, the amounts delayed on account of Section 409A shall be paid to the personal representative of Executive’s estate on the sixtieth (60th) day after Executive’s death.

(c)                 Reimbursements . All reimbursements provided under this Agreement that constitute deferred compensation under Section 409A shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the taxable year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.

* * * * *

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

Exhibit 10.8

AMENDED AND RESTATED SERVICES AGREEMENT

THIS AMENDED AND RESTATED SERVICES AGREEMENT (this “ Agreement ”) by and between Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “ REIT ”), Bluerock Residential Holdings, L.P., a Delaware limited partnership, the operating partnership subsidiary of the REIT (the “ Operating Partnership ”), and the Operating Partnership’s subsidiary, Bluerock REIT Operator, LLC, a Delaware limited liability company (“ REIT Operator ” and, together with the REIT and the Operating Partnership, the “ Company ”), and Konig & Associates, LLC, a New Jersey limited liability company (“ Service Provider ”) is dated as of the Effective Date.

WHEREAS, the parties originally entered into a Services Agreement (the “ Original Agreement ”) on August 3, 2017 and desire to amend and restate the Original Agreement to delay the grant and issuance of certain awards hereunder and change their respective vesting periods; and

WHEREAS, REIT Operator desires to engage Service Provider and Service Provider desires to be engaged by REIT Operator to provide legal services for the Company on the terms contained herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.                    Term of Relationship .

(a)                 Subject to the terms and conditions of this Agreement, REIT Operator hereby engages Service Provider, and Service Provider hereby accepts the service relationship with REIT Operator, in the positions and with the duties and responsibilities as set forth in Section 2 hereof for the Term (as defined below). The REIT and the Operating Partnership agree to be jointly and severally liable for all obligations of the REIT Operator under this Agreement, including payment obligations.

(b)                 The term of the relationship under this Agreement will commence on the date of the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) (the “ Effective Date ”) and continue for an initial term through December 31, 2020 (the “ Initial Term ”), unless the Agreement is terminated sooner in accordance with Section 5 below. Commencing on the last day of the Initial Term and on each subsequent anniversary of such date, the term of this Agreement shall automatically be extended for successive one-year periods (each such extension, a “ Renewal Term ”); provided, however, that either the Company or Service Provider may elect not to extend the Term by giving written notice to the other party at least sixty (60) days prior to any such anniversary date (a “ Non-Renewal ”). The period commencing on the Effective Date and ending at the end of the Initial Term or any Renewal Term (or earlier termination of Service Provider’s service relationship hereunder) shall hereinafter be referred to as the “ Term .” If the Closing (as defined in that certain Contribution and Sale Agreement between the REIT, the Operating Partnership, BRG Manager, LLC and the other parties thereto, dated as of August 3, 2017) does not occur, this Agreement will automatically terminate and be of no force or effect.

2.                    Position; Duties and Responsibilities .

(a)                 During the Term, Service Provider will be engaged as a Service Provider by the REIT Operator and will cause Michael Konig (the “ Executive ”) to serve as Chief Legal Officer and Secretary of the REIT, reporting directly to the Chief Executive Officer, and Executive’s title will be Chief Legal Officer of the REIT. In this capacity, Service Provider and Executive shall have the duties, authorities and responsibilities as are required by Executive’s position commensurate with the duties,

authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to Executive as the Chief Executive Officer or the Board of Directors shall designate from time to time that are not inconsistent with such position and that are consistent with the bylaws of the REIT, the limited partnership agreement of the Operating Partnership, and the operating agreement of REIT Operator, each as may be amended from time to time, including, but not limited to, managing the affairs of the Company.

(b)                 During the Term, Service Provider will cause Executive to, without additional compensation, also serve as an officer of, and/or perform such executive and legal services for, or on behalf of, such subsidiaries of the Company as the Chief Executive Officer may, from time to time, request.

(c)                 During the Term, Service Provider will cause the Executive to serve the Company faithfully, diligently, and to the best of his ability and will devote substantially all of his business time and attention to the performance of his duties hereunder, and shall have no other employment (unless approved by the Chief Executive Officer); provided, that, nothing contained herein shall prohibit Executive from (i) participating in trade associations or industry organizations in furtherance of the Company’s interests, (ii) engaging in charitable, civic, educational or political activities, (iii) engaging in passive personal investment activities for himself and his family, (iv) devoting time as he determines in good faith to be necessary or appropriate to fulfill his duties to Bluerock Real Estate, LLC and its affiliates (“ Bluerock ”), or (v) accepting directorships or similar positions (together, the “Personal Activities”), in each case so long as the Personal Activities do not unreasonably interfere, individually or in the aggregate, with the performance of Service Provider’s duties to the Company under this Agreement or the restrictive covenants set forth in Section 10 of this Agreement.

(d)                 During the Term, Service Provider shall cause Executive to perform the services required by this Agreement at the Company’s principal offices located in New York, New York (the “ Principal Location ”), except for travel to other locations as may be necessary to fulfill Service Provider’s duties and responsibilities hereunder.

(e)                 During the Term, Service Provider will be an independent contractor and neither it nor Executive shall be an agent or employee of the Company; however, Executive personally joins this Agreement to acknowledge and agree that (i) the services provided by Service Provider hereunder will be personally overseen by Executive and (ii) Executive will be personally bound by the obligations set forth in Sections 8, 9, 10, 11 and 18 of this Agreement.

3.                    Compensation and Benefits .

(a)                 Base Payment . During the Term, Service Provider will be entitled to receive an annualized base payment (the “ Base Payment ”) of not less than $300,000. The Base Payment shall be paid equal installations no less often than semi-monthly.

(b)                 Incentive Compensation . In addition to the Base Payment, Service Provider shall be entitled to participate in any short-term and long-term incentive programs (including without limitation equity compensation plans) established by the Company, including for its senior level executives. However, during the Term, and subject to subsection (e) below, such arrangements will include:

(1)     Annual Performance Bonus . In each calendar year of the Term, Service Provider shall be eligible to receive an annual incentive bonus (the “ Annual Bonus ”) payable in cash, pursuant to the performance criteria and targets established and administered by the Board (or a committee of directors to whom such responsibility has been delegated by the Board), with a target Annual Bonus of at least 100% of the Base Payment. The Annual Bonus payable to Service Provider

each year shall be determined and payable as soon as practicable after year-end for such year (but no later than March 15 ^th ). The Service Provider’s cash bonus for the stub period of 2017 will be determined in the reasonable business judgment of the Board or another committee of directors to whom such responsibility has been delegated by the Board. To be entitled to receive any Annual Bonus, except as otherwise provided in Sections 5(c) and 5(d), Service Provider must remain a service provider through the last day of the calendar year to which the Annual Bonus relates.

(2)     Long-Term Equity Incentives . In connection with the Company’s long term incentive plan as established by the Board (or a committee of directors to whom such responsibility has been delegated by the Board) on a rolling three year basis:

a.                    Time-Vested Performance Equity Award . At the beginning of each year of the Term beginning with the year ending December 31, 2018, Service Provider shall be granted an annual award of time-vested equity in the form of long term incentive plan units of the Operating Partnership (“ LTIPs ”) (the “ Annual LTIP Award ”). The number of LTIPs to be issued pursuant to the Annual LTIP Award shall be determined by dividing an amount no less than $200,000 by the volume weighted average price of a share of the REIT’s Class A Common Stock, as reported on the NYSE MKT (or then-applicable Exchange), for the twenty (20) trading days immediately preceding the date of grant of such LTIP award. In addition, as of January 1, 2018, Service Provider shall be granted a pro-rated Annual LTIP Award for the 2017 stub period from the Effective Date through December 31, 2017, with the number of LTIPs granted to be determined based on the pro-rated dollar amount of the Annual LTIP Award, divided by the volume weighted average price of a share of the REIT’s Class A Common Stock, as reported on the NYSE MKT (or then-applicable Exchange), for the twenty (20) trading days immediately preceding (but not including) January 1, 2018. Each Annual LTIP Award (except the prorated award granted on January 1, 2018 for the 2017 stub period) will vest and become nonforfeitable in three equal installments on the effective date of each anniversary of grant, subject to provisions set forth in Sections 3(f) and 5 of this Agreement. The prorated award granted on January 1, 2018 for the 2017 stub period will vest and become nonforfeitable as follows: (i) the first installment on December 31, 2018 in the amount of one-third (1/3) of the 2017 stub period award and (ii) the second and third installments on the second and third anniversary of the Effective Date, respectively, in the amount of one-third (1/3) of the 2017 stub period award, in each case subject to provisions set forth in Sections 3(f) and 5 of this Agreement.

b.                   Long Term Equity Performance Award . At the beginning of each year of the Term beginning with the year ending December 31, 2018, Service Provider shall be granted an annual performance award of equity in the form of LTIPs for a three-year performance period, which award shall be subject to performance criteria and targets established and administered by the Board (or the compensation committee of the Board (the “ Compensation Committee ”) or another committee of directors to whom such responsibility has been delegated by the Board) (the “ Long Term Performance Award ”). The number of LTIPs to be issued pursuant to the Long Term Performance Award shall be no fewer than 150% of the Annual LTIP Award. Satisfaction of the performance criteria and targets established and administered by the Board (or the Compensation Committee or another committee of directors to whom such responsibility has been delegated by the Board) with respect to each Long Term Performance Award will be determined by the Board (or the Compensation Committee or such other committee to whom such responsibility has been delegated) and, to the extent earned, will thereupon vest and become nonforfeitable effective as of the last day of the performance period, subject to provisions set forth in Sections 3(f) and 5 of this Agreement.

(c)                 Employee Benefit Programs and Fringe Benefits . During the Term, Service Provider will be eligible to participate in all executive incentive programs of the Company made available to the Company’s senior level executives generally, as such programs may be in effect from time to time;

provided that nothing herein shall prevent the Company from amending or terminating any such programs pursuant to the terms thereof (except to the extent the amendment or termination would prevent the Company from satisfying its obligations under Sections 3(a), 3(b) and 4). Except as provided above regarding executive incentive arrangements, as an independent contractor, Service Provider will not be entitled to participate in the employee benefit programs sponsored by the Company for the benefit of its employees including any tax qualified retirement plan, cafeteria plan, group medical plan or insured welfare benefit arrangements. The REIT Operator will reimburse Service Provider for any and all necessary, customary and usual business expenses incurred and paid by Service Provider in connection with its services hereunder upon presentation to the Company of reasonable substantiation and documentation, and in accordance with, and subject to the terms and conditions of, applicable Company policies. During the Term, Service Provider shall be entitled to paid vacation and, if applicable paid time off, per year of the Term (as pro-rated for any stub period) in accordance with the Company’s policy on accrual and use applicable to employees as in effect from time to time, but in no event shall Service Provider accrue less than four (4) weeks of vacation per calendar year (pro-rated for any stub period).

(d)                 Insurance; Indemnification . Each of Service Provider and Executive shall be covered by such comprehensive directors’ and officers’ liability insurance and errors and omissions liability insurance as the Company or the REIT shall have established and maintained in respect of its directors and officers generally and at its expense, and the Company or the REIT shall cause such insurance policies to be maintained in a manner reasonably acceptable to Service Provider both during and, in accordance with Section 5(i) below, after Service Provider’s service period with the Company. Each of Service Provider and Executive shall also be entitled to indemnification rights, benefits and related expense advances and reimbursements to the same extent as any other director or officer of the Company or the REIT and to the maximum extent permitted under applicable law pursuant to an indemnification agreement, including “tail” coverage following termination of service (the “ Indemnification Agreement ”); provided, however, that such indemnification to Service Provider and Executive shall not be duplicative.

(e)                 Annual Review . Beginning in 2018, the Compensation Committee of the Board of Directors (the “ Compensation Committee ”) will undertake a formal review of the amounts payable and potentially payable to Service Provider pursuant to this Section 3 (the “ Compensation and Benefits ”) no less frequently than annually. The Compensation Committee shall be entitled to make all determinations relating to this Section 3(e) in its sole discretion; provided, however, that neither the Compensation Committee nor the Company shall be entitled to decrease Service Provider’s Base Payment or the annual or long-term target incentive opportunities (as referenced in Section 3(b)).

(f)                  Clawback/Recoupment . Notwithstanding any other provisions in this Agreement to the contrary, any compensation provided to, or gain realized by, Service Provider or Executive pursuant to this Agreement or any other agreement or arrangement with the Company shall be subject to repayment and/or forfeiture by Service Provider and Executive to the Company if and to the extent any such compensation or gain (i) is or becomes subject to the “clawback” policy adopted by the REIT and in effect as of the date hereof that is applicable to Service Provider and other similarly situated executives, or (ii) is, or in the future, becomes subject to, any law, rule, requirement or regulation which imposes mandatory recoupment or forfeiture, under circumstances set forth in such law, rule, requirement or regulation; provided, however that such clawback from Service Provider and Executive shall not be duplicative.

4.                    Initial Commitment Award . On January 1, 2018, Service Provider shall be granted an award of LTIPs (the “ Initial Commitment Award ”). The number of LTIPs to be issued pursuant to this Section 4 shall be determined by dividing $1,250,000 by the volume weighted average price of a share of the REIT’s Class A Common Stock, as reported on the NYSE MKT (or then-applicable Exchange), for the twenty (20) trading days immediately preceding the date of grant. The Initial Commitment Award will

vest and become nonforfeitable as follows: (i) the first installment on December 31, 2018 in the amount of one-fifth (1/5) of the Initial Commitment Award and (ii) the second through fifth installments on the second through fifth anniversary of the Effective Date, respectively, in an amount equal to one-fifth (1/5) of the Initial Commitment Award, in each case subject to provisions set forth in Sections 3(f) and 5 of this Agreement.

5.                    Termination of Service Relationship .

(a)                 Termination Due to Disability . The Company may cause the REIT Operator to terminate Service Provider’s service relationship, to the extent permitted by applicable law, if Service Provider or Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, actually receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company (“ Disability ”). If Service Provider’s service relationship is terminated under this Section 5(a) for Disability, (A) the Company shall pay to Service Provider the Accrued Benefits pursuant to Section 5(i) below, and (B) the outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to, each Annual LTIP Award and the Initial Commitment Award), shall become fully vested as of Service Provider’s date of termination for Disability and (y) that are subject to performance-based vesting conditions (including each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests pursuant to clause (y) will be pro-rated for the actual number of days in the applicable vesting period preceding the date of termination of Service Provider’s service relationship.

(b)                 Termination Due to Death . Service Provider’s service relationship shall terminate automatically upon Executive’s death during the Term. If Service Provider’s service relationship is terminated because of Executive’s death, (i) the Company shall pay to Service Provider the Accrued Benefits pursuant to Section 5(i) below, and (ii) Service Provider shall be entitled to all of the outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to, each Annual LTIP Award and the Initial Commitment Award), which shall become fully vested as of Service Provider’s date of termination and (y) that are subject to performance-based vesting conditions (including each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests and becomes payable pursuant to clause (y) will be pro-rated for the actual number of days in the applicable performance period preceding Executive’s death. Otherwise, the Company shall have no further liability or obligation under this Agreement to Service Provider or Executive’s executors, legal representatives, administrators, heirs or assigns or any other person claiming under or through Service Provider or Executive.

(c)                 Company Non-Renewal . In the event that Service Provider’s service relationship is terminated by reason of a Non-Renewal by the Company and Service Provider is willing and able, at the time of such Non-Renewal, to continue performing services on the terms and conditions set forth herein for the Renewal Term that would have occurred but for the Non-Renewal, then Service Provider shall be entitled to the payments and benefits provided in Section 5(d) below, subject to the terms and conditions of Section 5(d) including the Release Requirement.

(d)                 Termination by the Company Without Cause or by Service Provider for Good

Reason. The Company may cause the REIT Operator to terminate Service Provider’s service relationship at any time without Cause (as provided in Section 7) upon not less than sixty (60) days’ prior written notice to Service Provider, and Service Provider may terminate Service Provider’s service relationship by resigning for Good Reason (as provided in Section 7) upon not less than sixty (60) days’ prior written notice of such resignation to the Company. Upon any such termination of Service Provider’s service relationship without Cause or for Good Reason, Service Provider shall be entitled to receive the following:

(i)                  The Accrued Benefits, pursuant to Section 5(i) below; and

(ii)                if Service Provider and Executive sign a general release of claims in favor of the Company in substantially the same form as attached hereto as Exhibit A , and subject to the expiration of any applicable or legally required revocation period, all within sixty (60) days after the effective date of termination (the “ Release Requirement ”):

(1)                 the Company shall pay Service Provider a cash amount (the “ Severance Amount ”) equal to two times (the “ Severance Multiple ”) the sum of (A) the then-current Base Payment and (B) the average of the Annual Bonuses paid to Service Provider in accordance with Section 3(b) hereof for the two years preceding the termination; provided, however, if Service Provider’s termination pursuant to this Section 5(d) occurs (I) during the year ending December 31, 2017, Service Provider’s Target Bonus (as per the incentive plan established for Service Provider) (“ Target Bonus ”) will be used in lieu of the average described in Section 5(d)(ii)(1)(B), or (II) during the year ending December 31, 2018, the Annual Bonus paid or payable to Service Provider for the year ending December 31, 2017 will be used in lieu of the average described in Section 5(d)(ii)(1)(B); provided, further, that if the termination occurs during the years ending December 31, 2018 or 2019, the 2017 Annual Bonus shall be annualized for purposes of calculating the average described in Section 5(d)(ii)(1)(B). Subject to Section 30, the Severance Amount will be paid in equal monthly installments over the twelve-month period beginning within sixty (60) days following the effective date of Service Provider’s termination (with the first payment to include any installment payments that would have been made during such sixty (60) day period if payments had commenced on the effective date of Service Provider’s termination);

(2)                 within sixty (60) days following the effective date of termination, the Company shall pay Service Provider an amount equal to Service Provider’s Target Bonus for the then-current calendar year of Service Provider’s service (annualized, to the extent the 2017 Target Bonus is used), pro-rated for the number of days in such calendar year ending on the effective date of Service Provider’s termination of service; and

(3)                 the outstanding equity awards (x) that are subject solely to time-based vesting conditions (including, but not limited to each Annual LTIP Award and the Initial Commitment Award), will become fully vested as of the effective date of termination and (y) that are subject to performance-based vesting conditions (including that each Long Term Performance Award), will vest if and to the extent the applicable performance-based vesting conditions are satisfied as of the date of termination (without regard to the original length of the performance period); provided, however, that any performance-based award that vests pursuant to clause (y) will be pro-rated for the actual number of days in the applicable vesting period preceding the effective date of Service Provider’s termination of service.

(e)                 Termination by the Company for Cause . The Company may cause the REIT Operator to terminate Service Provider’s service relationship at any time for Cause pursuant to the provisions of Section 7(a) below, in which event as of the effective date of such termination all payments and benefits under this Agreement shall cease and all then unvested awards or benefits shall be forfeited,

except for the continuing obligation to pay Service Provider its Accrued Benefits.

(f)                  Voluntary Termination by Service Provider without Good Reason . Service Provider may voluntarily terminate this service relationship without Good Reason upon sixty (60) days’ prior written notice. In any such event, after the effective date of such termination, no further payments or benefits shall be due under this Agreement and all then unvested awards or benefits shall be forfeited, except for the obligation to pay Service Provider after the effective date of such termination its Accrued Benefits. For the avoidance of doubt, Non-Renewal by Service Provider shall constitute a termination under this Section 5(f).

(g)                 Notice of Termination . Any termination of Service Provider’s service relationship shall be communicated by a written notice of termination to the other party hereto given in accordance with Section 20 and shall specify the termination date in accordance with the requirements of this Agreement.

(h)                 Resignation of All Other Positions . Upon termination of Service Provider’s service for any reason, Service Provider and Executive shall be deemed to have resigned from all positions that Service Provider or Executive holds as an officer of the Company or any affiliate of the Company, and from all positions that either holds as a member of the Board of Directors (or a committee thereof) or the board of directors (or a committee thereof) of any subsidiary or affiliate of the REIT, unless otherwise mutually agreed with the Board of Directors, and shall take all actions reasonably requested by the Company to effectuate the foregoing.

(i)                  General Provisions . (1) Upon any termination of Service Provider’s service relationship, Service Provider shall be entitled to receive the following: (A) any unpaid Base Payment and accrued but unused vacation and/or paid time off (determined in accordance with Company policy) through the date of termination (paid in cash within 30 days, or such shorter period required by applicable law, following the effective date of termination), (B) reimbursement for all necessary, customary and usual business expenses and fees incurred and paid by Service Provider prior to the effective date of termination, in accordance with Section 3(c) above (payable in accordance with the Company’s expense reimbursement policy), and (C) vested benefits, if any, to which Service Provider or Executive may be entitled under the Company’s employee benefit plans, including those as provided in Section 3(c) above (payable in accordance with the applicable employee benefit plan), and directors and officers liability coverage pursuant to Section 3(d) for actions and inactions occurring during the Term, and continued coverage for any actions or inactions by Service Provider or Executive while providing cooperation under this Agreement (collectively, “ Accrued Benefits ”).

(2) During any notice period required under Section 5 or Section 7, as applicable, (A) Service Provider shall remain a service provider to the Company and shall continue to be bound by all the terms of this Agreement and any other applicable duties and obligations to the Company, (B) the Company may direct Service Provider not to report to work, and (C) Service Provider shall only undertake such actions on behalf of the Company, consistent with his position, as expressly directed by the Chief Executive Officer.

The parties agree that a termination of Service Provider’s service relationship pursuant to this Section 5 will not be a breach of this Agreement and does not relieve either party of its other obligations hereunder.

6.                    Change in Control .

(a)                 Termination Without Cause or Resignation for Good Reason Upon or After a Change in Control . If, upon or within eighteen (18) months after a Change in Control (as defined below), Service Provider’s service relationship is terminated pursuant to Section 5(c) or 5(d), the provisions of

Sections 5(d)(i) and (ii) shall then apply except that the Severance Multiple set forth in Section 5(d)(ii)(1) shall be three.

(b)                 Code Section 280G .

(i)                  Treatment of Payments . Notwithstanding anything in this Agreement or any other plan, arrangement or agreement to the contrary, in the event that an independent, nationally recognized, accounting firm which shall be designated by the Company with Service Provider’s written consent (which consent shall not be unreasonably withheld) (the “ Accounting Firm ”) shall determine that any payment or benefit received or to be received by Service Provider or Executive from the Company or any of its affiliates or from any person who effectuates a change in control or effective control of the Company or any of such person’s affiliates (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, the “ Total Payments ”) would fail to be deductible under Section 280G of the Internal Revenue Code of 1986, as amended (the “ Code ”), or otherwise would be subject (in whole or part) to the excise tax imposed by Section 4999 of the Code (the “ Excise Tax ”) then the payments or benefits to be received by Service Provider or Executive that are subject to Section 280G or 4999 of the Code shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax, but such reduction shall occur if and only to the extent that the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes, and employment, Social Security and Medicare taxes on such reduced Total Payments), is greater than or equal to the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes and employment, Social Security and Medicare taxes on such Total Payments and the amount of Excise Tax (or any other excise tax) to which Service Provider would be subject in respect of such unreduced Total Payments). For purposes of this Section 6(b)(i), the above tax amounts shall be determined by the Accounting Firm, applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied (or is likely to apply) to Executive’s taxable income for the tax year in which the transaction which causes the application of Section 280G or 4999 of the Code occurs, or such other rate(s) as the Accounting Firm determines to be likely to apply to Service Provider in the relevant tax year(s) in which any of the Total Payments is expected to be made. If the Accounting Firm determines that Service Provider and Executive would not retain a larger amount on an after-tax basis if the Total Payments were so reduced, then Service Provider and Executive shall retain all of the Total Payments.