Exhibit 10.1

STOCKHOLDERS AGREEMENT

THIS STOCKHOLDERS AGREEMENT (this “ Agreement ”) is entered into as of October 31, 2017, by and among Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “ REIT ”), and the Holders (as defined below), for the benefit of the Holders and the REIT. Certain capitalized terms used herein shall have the meanings ascribed to such terms in Section 1 .

RECITALS:

WHEREAS , the REIT has entered into a Contribution and Sale Agreement, dated as of August 3, 2017 (the “ Contribution Agreement ”), with Bluerock Real Estate, L.L.C., a Delaware limited liability company (“ Bluerock ”), The Kachadurian Group LLC, an Illinois limited liability company (“ Kachadurian Group ”), Konig & Associates, LLC, a New Jersey limited liability company (“ Konig ”), Jenco Business Advisors, Inc., a New York corporation (“ Novack ”), James G. Babb, III (“ Babb ”), Jordan B. Ruddy (“ Ruddy ”), Ryan S. MacDonald (“ MacDonald ” and, together with Bluerock, Kachadurian Group, Konig, Novack, Babb and Ruddy, the “ Contributors ”), BRG Manager, LLC, a Delaware limited liability company, Bluerock REIT Operator, LLC, a Delaware limited liability company (“ Manager Sub ”), Bluerock Residential Holdings, L.P., a Delaware limited partnership (the “ OP ”), and Bluerock TRS Holdings, LLC, a Delaware limited liability company (“ TRS Holdings ”), pursuant to which (i) the Contributors will contribute and assign to the OP all of their right, title and interest in and to 99.9% of the outstanding membership interests of Manager Sub in exchange for the consideration described therein, including Common Units of ownership interest (the “ OP Units ”) in the OP and shares of Class C common stock of the REIT, par value $0.01 per share (the “ Class C Common Stock ”), and (ii) the Contributors will sell to TRS Holdings all of their right, title and interest in and to 0.1% of the outstanding membership interests of Manager Sub in exchange for the consideration described therein;

WHEREAS , upon the terms and subject to the conditions contained in the OP Partnership Agreement, the holders of the OP Units have the right to tender such holders’ OP Units to the OP for redemption for cash or shares of Class A common stock of the REIT, par value $0.01 per share (the “ Class A Common Stock ” and, together with the Class C Common Stock, the “ Common Stock ”), at the option of the REIT;

WHEREAS , upon the terms and subject to the conditions contained in Section 1.6 of the Articles Supplementary, dated as of October 26, 2017 (the “ Articles Supplementary ”), to the Second Articles of Amendment and Restatement of the REIT (as amended and supplemented through the date hereof and from time to time, the “ Articles ”), under certain circumstances, the Class C Common Stock may automatically convert into shares of Class A Common Stock, and holders of the Class C Common Stock have the right to convert all or a portion of such holder’s Class C Common Stock into shares of Class A Common Stock;

WHEREAS , upon the terms and subject to the conditions contained in the Articles, each share of Class C Common Stock entitles the holder thereof to 50 votes on each matter on which holders of Class A Common Stock are entitled to vote, and the Class C Common Stock and Class A Common Stock vote together as a single class;

WHEREAS , as a condition to the consummation of the transactions contemplated by the Contribution Agreement, the REIT has agreed to grant the registration rights set forth herein for the benefit of the Holders and the Holders have agreed to the limitation on the voting rights of the Class C Common Stock as set forth herein; and

WHEREAS , the parties hereto desire to enter into this Agreement to evidence the foregoing agreement of the REIT and the Holders and the mutual covenants of the parties relating thereto.

NOW, THEREFORE , in consideration of the foregoing and the covenants of the parties set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the terms and conditions set forth herein, the parties hereby agree as follows:

Section 1.           Certain Definitions . In this Agreement, the following terms have the following respective meanings:

“ Affiliate ” of any Person means any other Person directly or indirectly controlling or controlled by or under common control with such Person. For the purposes of this definition, “control” when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“ Articles ” has the meaning ascribed to it in the recitals hereof.

“ Articles Supplementary ” has the meaning ascribed to it in the recitals hereof.

“ Babb ” has the meaning ascribed to it in the recitals hereof.

“ Bluerock ” has the meaning ascribed to it in the recitals hereof.

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

“ Business Day ” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, New York are authorized or obligated by applicable law, regulation or executive order to close.

“ Class A Common Stock ” has the meaning ascribed to it in the recitals hereof.

“ Class C Common Stock ” has the meaning ascribed to it in the recitals hereof.

“ Closing Date ” has the meaning ascribed to it in the Contribution Agreement.

“ Commission ” means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

“ Common Stock ” has the meaning ascribed to it in the recitals hereof.

“ Company Notice ” has the meaning ascribed to it in Section 2(c) .

“ Contribution Agreement ” has the meaning ascribed to it in the recitals hereof.

“ Contributors ” has the meaning ascribed to it in the recitals hereof.

“ Demand Notice ” has the meaning ascribed to it in Section 2(a) .

“ Demand Registration Statement ” means any one or more registration statements of the REIT filed under the Securities Act, covering the resale of any of the Registrable Shares pursuant to Section 2 of this Agreement, and all amendments and supplements to any such registration statements, including post-effective amendments, in each case including the prospectus contained therein, all exhibits thereto and all materials and documents incorporated by reference therein.

“ End of Suspension Notice ” has the meaning ascribed to it in Section 4(c) .

“ Excess Shares ” has the meaning ascribed to it in Section 2(c)11 .

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the relevant time.

“ FINRA ” means the Financial Industry Regulatory Authority.

“ Holder ” means a Holder of Registrable Shares, including (i) each Person listed on Schedule I, as may be amended from time to time to reflect transferees permitted by Section 10 , and (ii) each Person holding Registrable Shares as a result of a transfer, distribution or assignment to that Person of Registrable Shares (other than pursuant to an effective Resale Registration Statement or Rule 144), provided , if applicable, such transfer, distribution or assignment is made in accordance with Section 10 of this Agreement.

“ Indemnified Party ” has the meaning ascribed to it in Section 8(c) .

“ Indemnifying Party ” has the meaning ascribed to it in Section 8(c) .

“ Kachadurian Group ” has the meaning ascribed to it in the recitals hereof.

“ Konig ” has the meaning ascribed to it in the recitals hereof.

“ Losses ” has the meaning ascribed to it in Section 8(a) .

“ MacDonald ” has the meaning ascribed to it in the recitals hereof.

“ Majority Selling Holders ” means Holder(s) who collectively own a majority of the Registrable Shares that are proposed to be included in such underwritten offering of Registrable Shares.

“ Manager Sub ” has the meaning ascribed to it in the recitals hereof.

“ Maximum Number of Shares ” has the meaning ascribed to it in Section 2(c) .

“ NYSE MKT ” means NYSE MKT LLC.

“ OP ” has the meaning ascribed to it in the recitals hereof.

“ OP Partnership Agreement ” means the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., dated as of April 2, 2014, as amended, between Bluerock Residential Growth REIT, Inc., as general partner, and the limited partners set forth on Exhibit A thereto, as amended from time to time.

“ OP Units ” has the meaning ascribed to it in the recitals.

“ Person ” means an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity.

“ Piggyback Holders ” has the meaning ascribed to it in Section 3(a) .

“ Piggyback Registration Statement ” means any one or more registration statements of the REIT filed under the Securities Act, covering the resale of any of the Registrable Shares pursuant to Section 3 of this Agreement, and all amendments and supplements to any such registration statements, including post-effective amendments, in each case including the prospectus contained therein, all exhibits thereto and all materials and documents incorporated by reference therein.

“ Piggyback Request ” has the meaning ascribed to it in Section 3(a) .

“ Prospectus ” means the prospectus included in any Resale Registration Statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Resale Registration Statement in reliance upon Rule 430A under the Securities Act), as amended or supplemented by any prospectus supplement or any issuer free writing prospectus (as defined in Rule 433 under the Securities Act), with respect to the offering of any portion of the Registrable Shares covered by such Resale Registration Statement, and all other amendments and supplements to the prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus.

“ Registrable Shares ” means, with respect to any Holder, (i) the shares of Class A Common Stock that are issued or issuable to such Holder upon redemption or conversion, as applicable, of any OP Units or shares of Class C Common Stock issued pursuant to the Contribution Agreement and (ii) any additional securities issued or issuable as a dividend or distribution on, in exchange for, or otherwise in respect of, such shares of Class A Common Stock (including as a result of combinations, recapitalizations, mergers, consolidations, reorganizations or otherwise); provided that shares of Class A Common Stock shall cease to be Registrable Shares with respect to any Holder at the time such shares (a) have been sold pursuant to a Resale Registration Statement, (b) are eligible to be sold without restriction or limitation thereunder on volume or manner of sale or other restrictions or limitations under Rule 144, or (c) have been sold to the REIT or any of its subsidiaries.

“ Registration Expenses ” means any and all expenses incident to the performance of or compliance with the registration requirements of this Agreement, including (i) all fees of the Commission, the NYSE MKT or such other exchange on which the Registrable Shares are listed from time to time, and FINRA, (ii) all fees and expenses incurred in connection with compliance with federal or state securities or blue sky laws (including any registration, listing and filing fees and reasonable fees and disbursements of counsel in connection with blue sky qualification of any of the Registrable Shares and the preparation of a blue sky memorandum and compliance with the rules of FINRA and the NYSE MKT or other applicable exchange), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, duplicating, printing, delivering and distributing any Resale Registration Statement, any Prospectus, any amendments or supplements thereto, securities sales agreements, certificates and any other documents relating to the performance under and compliance with this Agreement, (iv) all fees and expenses incurred in connection with the listing or inclusion of any of the Registrable Shares on the NYSE MKT or other applicable exchange pursuant to Section 5(j) , (v) the fees and disbursements of counsel for the REIT and of the independent public accountants of the REIT (including the expenses of any special audit, agreed upon procedures and “cold comfort” letters required by or incident to such performance), and (vi) any fees and disbursements customarily paid in issues and sales of securities (including the fees and expenses of any experts retained by the REIT in connection with any Resale Registration Statement); provided , however , that Registration Expenses shall exclude brokers’ or underwriters’ discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Shares by a Holder and the fees and disbursements of any counsel to the Holders other than as provided for in clause (ii) above.

“ Requesting Holders ” has the meaning ascribed to it in Section 2(b) .

“ Renewal Deadline ” has the meaning ascribed to it in Section 2(g) .

“ Resale Registration Statement ” means any one or more registration statements of the REIT filed under the Securities Act, whether a Demand Registration Statement, Piggyback Registration Statement or otherwise, covering the resale of any of the Registrable Shares pursuant to the provisions of this Agreement, and all amendments and supplements to any such registration statements, including post-effective amendments and new registration statements, in each case including the prospectus contained therein, all exhibits thereto and all materials and documents incorporated by reference therein.

“ Ruddy ” has the meaning ascribed to it in the recitals hereof.

“ Rule 144 ,” “ Rule 158 ,” “ Rule 415 ” or “ Rule 424 ,” respectively, means such specified rule promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the relevant time.

“ Selling Expenses ” means, if any, all underwriting or broker fees, discounts and selling commissions or similar fees or arrangements, fees and expenses of counsel to the selling Holders (other than as specifically provided in the definition of “Registration Expenses” above), transfer taxes allocable to the sale of the Registrable Shares included in the applicable offering and all other expenses incurred in connection with the performance by the Holders of their obligations under the terms of this Agreement.

“ Subject Shares ” has the meaning ascribed to it in Section 2(c)11 .

“ Suspension Event ” has the meaning ascribed to it in Section 4(c) .

“ Suspension Notice ” has the meaning ascribed to it in Section 4(c) .

“ TRS Holdings ” has the meaning ascribed to it in the recitals hereof.

“ Voting Limitation ” has the meaning ascribed to it in Section 2(c)11 .

Section 2.           Demand Registration Rights .

(a)          Subject to the provisions hereof, each Holder, at any time from and after the date hereof, may request registration for resale under the Securities Act of all or part of the Registrable Shares owned by such Holder by giving written notice thereof (a “ Demand Notice ”) to the REIT (which Demand Notice shall specify the number of shares of Registrable Shares to be offered by such Holder, the intended methods of distribution, including whether such methods will include or involve an underwritten offering, and whether such Demand Registration Statement will be a “shelf” registration statement under Rule 415). Subject to Section 2(c) and 2(e) below, the REIT shall use commercially reasonable efforts (i) to file a Demand Registration Statement (which shall be a “shelf” registration statement under Rule 415 if requested pursuant to such Holder’s request pursuant to the first sentence of this Error! Reference source not found. ) registering for resale such number of Registrable Shares as requested to be so registered within 30 days in the case of a registration on Form S-3 (and 60 days in the case of a registration on Form S-11 or such other appropriate form) after the REIT’s receipt of a Demand Notice, and (ii) to cause such Demand Registration Statement to be declared effective by the Commission as soon as reasonably practicable thereafter. Notwithstanding the foregoing, the REIT shall not be required to file a registration pursuant to this Error! Reference source not found. (i) with respect to securities that are not Registrable Shares, or (ii) within 180 days after the effective date of any registration in respect of the REIT’s Class A Common Stock. If permitted under the Securities Act, such Demand Registration Statement shall be automatically effective upon filing.

(b)          Within 10 days after receipt of any Demand Notice under Error! Reference source not found. , the REIT shall give written notice of such requested registration (which shall specify the intended method of disposition of such Registrable Shares) to all other Holders of Registrable Shares (a “ Company Notice ”), and the REIT shall include (subject to the provisions of this Agreement) in such registration, all Registrable Shares with respect to which the REIT has received written requests for inclusion therein within 15 days after the delivery of such Company Notice (the “ Requesting Holders ”); provided that any such other Holder may withdraw its request for inclusion at any time prior to the applicable registration statement becoming effective. Notwithstanding the foregoing, the REIT may, at any time (including, without limitation, prior to or after receiving a Demand Notice from a Holder), in its sole discretion, include all Registrable Shares then outstanding or any portion thereof in any Demand Registration Statement, including by virtue of adding such Registrable Shares as additional securities to an effective Demand Registration Statement (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2(a) with respect to the Registrable Securities so included, so long as such registration statement remains effective and not the subject of any stop order, injunction or other order of the Commission). In addition, the REIT may include in a Demand Registration Statement shares of Class A Common Stock for sale for its own account or for the account of other security holders of the REIT.

(c)          If such Demand Registration Statement is filed in connection with an underwritten offering and the managing underwriters advise the REIT and the Holders covered by such Demand Registration Statement that, in the reasonable opinion of the managing underwriters, the number of shares of Class A Common Stock proposed to be sold pursuant to the Demand Registration Statement exceeds the number of shares of Class A Common Stock that can be sold in such underwritten offering without materially delaying or jeopardizing the success of the offering (including the offering price per share) (such maximum number of shares, the “ Maximum Number of Shares ”), the REIT shall include in such Demand Registration Statement only such number of shares of Class A Common Stock that, in the reasonable opinion of the managing underwriters, can be sold without materially delaying or jeopardizing the success of the offering (including the offering price per share), which shares of Class A Common Stock shall be so included in the following order of priority, unless otherwise agreed by the REIT and the Holders covered by such Demand Registration Statement: (i) first, the Registrable Shares of the Requesting Holders, (ii) second, any shares of Class A Common Stock the REIT proposes to sell for its own account, and (iii) third, any other shares of Class A Common Stock that have been requested to be so included in such Demand Registration Statement.

(d)          If any of the Registrable Shares covered by a Demand Registration Statement are to be sold in an underwritten offering, the REIT shall have the right to select the underwriters (and their roles) in the offering and determine the structure of the offering and negotiate the terms of any underwriting agreement as they relate to the Requesting Holders, including the number of Registrable Shares to be sold (if not all Registrable Shares offered can be sold at the highest price offered by the underwriters), the offering price and underwriting discount; provided that such underwriters, structure and terms are reasonably acceptable to the Majority Selling Holders.

(e)          Notwithstanding the foregoing, if the Board determines in its good faith judgment that the filing of a Demand Registration Statement would (i) have a material adverse effect on the REIT, or (ii) require the disclosure of material non-public information concerning the REIT that at the time is not, in the good faith judgment of the Board, in the best interests of the REIT to disclose and is not, in the opinion of the REIT’s counsel, otherwise required to be disclosed, then the REIT shall have the right to defer such filing for the period during which such registration would have such a material adverse effect on the REIT; provided , however , that (x) the REIT may not defer such filing for a period of more than 60 days after receipt of any Demand Notice, and (y) the REIT may not exercise its right to defer the filing of a Demand Registration Statement more than once in any 12-month period without the consent of a majority of the Requesting Holders. The REIT shall give written notice of its determination to the Requesting Holder to defer the filing and of the fact that the purpose for such deferral no longer exists, in each case, promptly after the occurrence thereof.

(f)          Following the date of effectiveness of any Demand Registration Statement, the REIT shall use commercially reasonable efforts to keep the Demand Registration Statement continuously effective until such time as all of the Registrable Shares covered by such Demand Registration Statement have been sold pursuant to such Demand Registration Statement.

(g)          If, by the third anniversary (the “ Renewal Deadline ”) of the initial effective date of a Demand Registration Statement filed pursuant to Error! Reference source not found. , any of the Registrable Shares remain unsold by the Holders included on such Demand Registration Statement, the REIT shall file, if it has not already done so and is eligible to do so, a new Resale Registration Statement covering the Registrable Shares included on the prior Demand Registration Statement and shall use commercially reasonable efforts to cause such Resale Registration Statement to be declared effective within 180 days after the Renewal Deadline; and the REIT shall take all other action necessary or appropriate to permit the public offering and sale of the Registrable Shares to continue as contemplated in the prior Demand Registration Statement.

Section 3.           Piggyback Registration Rights .

(a)          If at any time the REIT has determined to register any of its securities for its own account or for the account of other security holders of the REIT on any registration statement (other than on Form S-3 relating to any dividend reinvestment or similar plan or Forms S-4 or S-8) that permits the inclusion of the Registrable Shares, the REIT shall give the Holders written notice thereof promptly (but in no event less than 20 days prior to the anticipated filing date) and, subject to Section 3(b) , shall include in such Piggyback Registration Statement all Registrable Shares requested to be included therein pursuant to the written request (a “ Piggyback Request ”) of one or more Holders (the “ Piggyback Holders ”) received within 10 days after delivery of the REIT’s notice.

(b)          (i)          If a Piggyback Registration Statement is filed in connection with a primary underwritten offering on behalf of the REIT, and the managing underwriters advise the REIT that, in the reasonable opinion of the managing underwriters, the number of shares of Class A Common Stock proposed to be included in such Piggyback Registration Statement exceeds the Maximum Number of Shares, the REIT shall include in such Piggyback Registration Statement, unless otherwise agreed by the REIT and the Majority Selling Holders, (i) first, the number of shares of Class A Common Stock that the REIT proposes to sell, and (ii) second, the Registrable Shares of Piggyback Holders (such number of shares shall be allocated among such Piggyback Holders on a pro rata basis according to the number of Registrable Shares requested to be included by each such Piccyback Holder).

(ii)         If a Piggyback Registration Statement is filed in connection with an underwritten offering on behalf of a holder of shares of Class A Common Stock other than under this Agreement, and the managing underwriters advise the REIT that, in the reasonable opinion of the managing underwriters, the number of shares of Class A Common Stock proposed to be sold pursuant to such Piggyback Registration Statement exceeds the Maximum Number of Shares, then the REIT shall include in such Piggyback Registration Statement, unless otherwise agreed by the REIT and such holder(s) (including, if applicable, a majority of the Piggyback Holders), (i) first, the number of shares of Class A Common Stock requested to be included therein by the holder(s) requesting such registration, (ii) second, the Registrable Shares of Piggyback Holders (such number of shares shall be allocated among such Piggyback Holders on a pro rata basis according to the number of Registrable Shares requested to be included by each such Piggyback Holder, if necessary), (iii) third, the number of shares of Class A Common Stock requested to be included therein by any other holders, and (iv) fourth, the number of shares of Class A Common Stock that the REIT proposes to sell.

(c)          If any Piggyback Registration Statement is filed in connection with a primary or secondary underwritten offering, the REIT shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering.

(d)          The REIT shall not grant to any Person the right to request the REIT to register any Class A Common Stock on a Piggyback Registration Statement unless such rights are consistent with the provisions of this Section 3 .

(e)          If at any time after giving a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration the REIT shall determine for any reason not to register the securities originally intended to be included in such registration statement, the REIT may, at its election, give written notice of such determination to the Piggyback Holders and thereupon the REIT shall be relieved of its obligation to register such Registrable Shares in connection with the registration of securities originally intended to be included in such registration statement.

Section 4.           Suspension .

(a)          Subject to the provisions of this Section 4 and a good faith determination by the REIT that it is in the best interests of the REIT to suspend the use of any Resale Registration Statement following the effectiveness of such Resale Registration Statement (and the filings with any U.S. federal or state securities commissions, as necessary), the REIT, by written notice to the Holders (a “ Suspension Notice ”), may direct the Holders to suspend sales of the Registrable Shares pursuant to such Resale Registration Statement for such times as the REIT reasonably may determine is necessary and advisable (but in no event for more than 30 days in any 90-day period or 90 days in any 365-day period) if any of the following events occurs or will occur, as applicable: (i) an underwritten public offering of Class A Common Stock by the REIT for its own account if the REIT is advised by the managing underwriter or underwriters that the concurrent resale of the Registrable Shares by the Holders pursuant to the Resale Registration Statement would have a material adverse effect on the REIT’s offering, (ii) there is material non-public information regarding the REIT that (A) the REIT determines not to be in the REIT’s best interest to disclose, (B) would, in the good faith determination of the REIT, require any revision to the Resale Registration Statement so that it shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (C) the REIT is not otherwise required to disclose, or (iii) there is a significant bona fide business opportunity (including the acquisition or disposition of assets (other than in the ordinary course of business), including any significant merger, consolidation, tender offer or other similar transaction) available to the REIT that the REIT determines not to be in the REIT’s best interests to disclose (each of the events described in clauses (i)-(iii), a “ Suspension Event ”).

(b)          Upon the earlier to occur of (i) the REIT delivering to the Holders an End of Suspension Notice (as defined below), or (ii) the end of the maximum permissible suspension period, the REIT shall use commercially reasonable efforts to promptly amend or supplement the Resale Registration Statement on a post-effective basis, if necessary, or to take such action as is necessary to make resumed use of the Resale Registration Statement so as to permit the Holders to resume sales of the Registrable Shares as soon as possible.

(c)          If the REIT intends to suspend a Resale Registration Statement upon the occurrence of a Suspension Event, the REIT shall give a Suspension Notice to the Holders of Registrable Shares covered by any Resale Registration Statement to suspend sales of the Registrable Shares, and such Suspension Notice shall state that such suspension shall continue only for so long as the Suspension Event or its effect is continuing (subject to the time limitations set forth in Section 4(a) ) and that the REIT is taking all reasonable steps to terminate suspension of the effectiveness of the Resale Registration Statement as promptly as reasonably possible. Such Holders shall not effect any sales of the Registrable Shares pursuant to such Resale Registration Statement (or such filings) at any time after it has received a Suspension Notice from the REIT and prior to receipt of an End of Suspension Notice. If so directed by the REIT, each such Holder shall deliver to the REIT (at the reasonable expense of the REIT) all copies other than permanent file copies then in such Holder’s possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. The Holders may recommence effecting sales of the Registrable Shares pursuant to the Resale Registration Statement (or such filings) following further notice to such effect (an “ End of Suspension Notice ”) from the REIT, which End of Suspension Notice shall be given by the REIT to the Holders of Registrable Shares covered by any Resale Registration Statement in the manner described above promptly following the conclusion of any Suspension Event and its effect.

(d)          In the event the REIT has delivered a Suspension Notice to the Holders, the REIT shall have the right to place restrictive legends on the certificates representing (or book entries evidencing) Registrable Shares and to impose stop transfer instructions with respect to the Registrable Shares until the REIT delivers to the Holders an End of Suspension Notice.

Section 5.           Registration Procedures .

In connection with the obligations of the REIT with respect to any resale registration pursuant to this Agreement, the REIT shall:

(a)          prepare and file with the Commission, as specified in this Agreement, each Resale Registration Statement, which shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the Commission to be filed therewith, and use commercially reasonable efforts to cause any Resale Registration Statement to become and remain effective as set forth in Section 2 ;

(b)          subject to Section 4 , (i) prepare and file with the Commission such amendments and post-effective amendments to each such Resale Registration Statement as may be necessary to keep such Resale Registration Statement effective for the period described in Section 2 , (ii) cause each Prospectus contained therein to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 or any similar rule that may be adopted under the Securities Act, and (iii) comply in all material respects with the provisions of the Securities Act with respect to the disposition of all securities covered by each Resale Registration Statement during the applicable period in accordance with the intended method or methods of distribution specified by the Holders of Registrable Shares covered by such Resale Registration Statement;

(c)          furnish to the Holders of Registrable Shares covered by a Resale Registration Statement, without charge, such number of copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and such other documents as any such Holder may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Shares; subject to Section 4 , the REIT hereby consents to the use of such Prospectus, including each preliminary Prospectus, by such Holders in connection with the offering and sale of the Registrable Shares covered by any such Prospectus;

(d)          use commercially reasonable efforts to register or qualify, or obtain exemption from registration or qualification for, all Registrable Shares by the time the applicable Resale Registration Statement is declared effective by the Commission under all applicable state securities or “blue sky” laws of such domestic jurisdictions as any Holder of Registrable Shares covered by a Resale Registration Statement may reasonably request in writing, keep each such registration or qualification or exemption effective during the period such Resale Registration Statement is required to be kept effective pursuant to Section 2 and do any and all other acts and things that may be reasonably necessary or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such Registrable Shares owned by such Holder;

(e)          notify each Holder with Registrable Shares covered by a Resale Registration Statement promptly and, if requested by any such Holder, confirm such advice in writing (i) when such Resale Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of the issuance by the Commission or any state securities authority of any stop order suspending the effectiveness of such Resale Registration Statement or the initiation of any proceedings for that purpose, (iii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to such Resale Registration Statement or related Prospectus or for additional information, and (iv) of the happening of any event during the period such Resale Registration Statement is effective as a result of which such Resale Registration Statement or the related Prospectus or any document incorporated by reference therein contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (which information shall be accompanied by a Suspension Notice);

(f)          during the period of time set forth in Section 2 , use its commercially reasonable efforts to avoid the issuance of, or if issued, to obtain the withdrawal of, any order enjoining or suspending the use or effectiveness of a Resale Registration Statement or suspending the qualification (or exemption from qualification) of any of the Registrable Shares for sale in any jurisdiction, as promptly as practicable;

(g)          upon request, furnish to each requesting Holder with Registrable Shares covered by a Resale Registration Statement, without charge, at least one conformed copy of such Resale Registration Statement and any post-effective amendment or supplement thereto (without documents incorporated therein by reference or exhibits thereto, unless requested);

(h)          except as provided in Section 4 , upon the occurrence of any event contemplated by Section 5(e)(iv) , use commercially reasonable efforts to promptly prepare a supplement or post-effective amendment to a Resale Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Shares, such Prospectus shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and, upon request, promptly furnish to each requesting Holder a reasonable number of copies of each such supplement or post-effective amendment;

(i)          enter into customary agreements and take all other action in connection therewith in order to expedite or facilitate the distribution of the Registrable Shares included in such Resale Registration Statement;

(j)          use commercially reasonable efforts (including seeking to cure in the REIT’s listing or inclusion application any deficiencies cited by the exchange or market) to list or include all Registrable Shares on any securities exchange on which such Registrable Shares are then listed or included, and enter into such customary agreements including a supplemental listing application and indemnification agreement in customary form;

(k)          prepare and file in a timely manner all documents and reports required by the Exchange Act and, to the extent the REIT’s obligation to file such reports pursuant to Section 15(d) of the Exchange Act expires prior to the expiration of the effectiveness period of the Resale Registration Statement as required by Section 2 hereof, the REIT shall register the Registrable Shares under the Exchange Act and maintain such registration through the effectiveness period required by Section 2 ;

(l)          (i) otherwise use commercially reasonable efforts to comply in all material respects with all applicable rules and regulations of the Commission, (ii) make generally available to its stockholders, as soon as reasonably practicable, earnings statements (which need not be audited) covering at least 12 months that satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder, and (iii) delay filing any Resale Registration Statement or Prospectus or amendment or supplement to such Resale Registration Statement or Prospectus to which any Holder of Registrable Shares covered by any Resale Registration Statement shall have reasonably objected on the grounds that such Resale Registration Statement or Prospectus or amendment or supplement does not comply in all material respects with the requirements of the Securities Act, such Holder having been furnished with a copy thereof at least two Business Days prior to the filing thereof; provided , however , that the REIT may file such Resale Registration Statement or Prospectus or amendment or supplement following such time as the REIT shall have made a good faith effort to resolve any such issue with the objecting Holder and shall have advised the Holder in writing of its reasonable belief that such filing complies in all material respects with the requirements of the Securities Act;

(m)          cause to be maintained a registrar and transfer agent for all Registrable Shares covered by any Resale Registration Statement from and after a date not later than the effective date of such Resale Registration Statement;

(n)          in connection with any sale or transfer of the Registrable Shares (whether or not pursuant to a Resale Registration Statement) that would result in the securities being delivered no longer constituting Registrable Shares, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing (or book entries evidencing) the Registrable Shares to be sold, which certificates or book entries shall not bear any transfer restrictive legends arising under federal or state securities laws, and to enable such Registrable Shares to be in such denominations and registered in such names as the Holders may request at least three Business Days prior to any sale of the Registrable Shares;

(o)          cause management of the REIT to cooperate as may be reasonably requested with each of the Holders of Registrable Shares covered by a Resale Registration Statement, including by participating in roadshows, one-on-one meetings with institutional investors, and any request for information or other diligence request by any such Holder or any underwriter; notwithstanding the foregoing, management of the REIT shall not be required to participate in roadshows or one-on-one meetings with institutional investors unless requested by one or more Holders of Registrable Shares having an aggregate value of at least $1,000,000;

(p)          in connection with a public offering of Registrable Shares, whether or not such offering is an underwritten offering, use commercially reasonable efforts to obtain a customary “comfort” letter from the independent registered public accountants for the REIT and any acquisition target of the REIT whose financial statements are required to be included or incorporated by reference in any Resale Registration Statement, in form and substance customarily given by independent registered public accountants in an underwritten public offering, addressed to the underwriters, if any, and to the Holders of the Registrable Shares being sold pursuant to each Resale Registration Statement;

(q)          execute and deliver all instruments and documents (including an underwriting agreement or placement agent agreement, as applicable in customary form) and take such other actions and obtain such certificates and opinions as sellers of the Registrable Shares being sold reasonably request in order to effect a public offering of such Registrable Shares and in such connection, whether or not an underwriting agreement is entered into and whether or not the offering is an underwritten offering, (A) make such representations and warranties to the Holders of such Registrable Shares and the underwriters, if any, with respect to the business of the REIT and its subsidiaries, and the Resale Registration Statement and documents, if any, incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings, and, if true, confirm the same if and when requested, and (B) use commercially reasonable efforts to furnish to the selling Holders and underwriters of such Registrable Shares opinions and negative assurance letters of counsel to the REIT and updates thereof (which counsel and opinions (in form, scope and substance) are reasonably satisfactory to the managing underwriters, if any, and one counsel selected by a majority of the selling Holders of the Registrable Shares), covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such counsel and any such underwriters; and

(r)          upon reasonable request by a Holder, the REIT shall file an amendment to any applicable Resale Registration Statement (or Prospectus supplement, as applicable), to name additional Holders of Registrable Shares or otherwise update the information provided by any such Holder in connection with such Holder’s disposition of Registrable Shares.

Section 6.           Obligations of the Holders

(a)          The REIT may require the Holders to furnish in writing to the REIT such information regarding such Holder and the proposed method or methods of distribution of Registrable Shares by such Holder as the REIT may from time to time reasonably request in writing or as may be required to effect the registration of the Registrable Shares, and no Holder may be entitled to be named as a selling stockholder in any Resale Registration Statement or use the Prospectus forming a part thereof if such Holder does not provide such information to the REIT; provided, however, that if the REIT elects to file a registration statement that includes all Registrable Shares outstanding in accordance with Section 2(a), the REIT shall be permitted to include in such registration statement such information regarding the Holders as the REIT has in its possession at the time of the filing of such registration statement. Each Holder further agrees to furnish promptly to the REIT in writing all information required from time to time to make the information previously furnished by such Holder not misleading.

(b)          Each Holder agrees to, upon receipt of any notice from the REIT of the happening of any event of the kind described in Section 5(e)(ii) , 5(e)(iii) or 5(e)(iv) hereof, immediately discontinue disposition of Registrable Shares pursuant to a Resale Registration Statement until (i) any such stop order is vacated, or (ii) if an event described in Section 5(e)(iii) or Section 5(e)(iv) occurs, such Holder’s receipt of the copies of the supplemented or amended Prospectus. If so directed by the REIT, such Holder shall deliver to the REIT (at the reasonable expense of the REIT) all copies, other than permanent file copies then in such Holder’s possession, in its possession of the Prospectus covering such Registrable Shares current at the time of receipt of such notice.

Section 7.           Expenses of Registration . The REIT shall pay all Registration Expenses in connection with the registration of the resale of the Registrable Shares pursuant to this Agreement and any other actions that may be taken in connection with the registration contemplated herein. Each Holder participating in a registration pursuant to Section 2 or Section 3 shall bear such Holder’s proportionate share (based on the total number of Registrable Shares sold in such registration) of all Selling Expenses and any other expense relating to a registration of Registrable Shares pursuant to this Agreement and any other Selling Expenses relating to the sale or disposition of such Holder’s Registrable Shares pursuant to any Resale Registration Statement; provided , however , that each such Holder shall be responsible for its own counsel’s fees and expenses (and no other Holder shall have any responsibility in respect of such fees and expenses).

Section 8.           Indemnification and Contribution .

(a)          The REIT shall indemnify and hold harmless each Holder of Registrable Shares covered by a Resale Registration Statement, each person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the officers, directors, members, managers, stockholders, partners, limited partners, agents and employees of each of them, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including reasonable attorneys’ fees) and expenses (collectively, “ Losses ”), as incurred, arising out of or relating to (i) any untrue or alleged untrue statement of a material fact contained in a Resale Registration Statement or any Prospectus or in any amendment or supplement thereto or in any preliminary Prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, or (ii) any violation or alleged violation by the REIT of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement; in each case, except to the extent, but only to the extent, that (A) such untrue statement or omission is based upon information regarding such Holder furnished in writing to the REIT by or on behalf of such Holder expressly for use therein, or (B) such information relates to such Holder or such Holder’s proposed method of distribution of the Registrable Shares and was approved in writing by or on behalf of such Holder expressly for use in the Resale Registration Statement, such Prospectus or in any amendment or supplement thereto.

(b)          Each Holder of Registrable Shares covered by a Resale Registration Statement shall, severally and not jointly, indemnify and hold harmless the REIT, each director of the REIT, each officer of the REIT who shall sign a Resale Registration Statement, each underwriter, broker or other Person acting on behalf of the holders of securities included in a Resale Registration Statement, and each Person who controls any of the foregoing Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against any Losses, as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in a Resale Registration Statement or any Prospectus or in any amendment or supplement thereto or in any preliminary Prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, but only to the extent that (i) such untrue statement or omission is based upon information regarding such Holder furnished in writing to the REIT by or on behalf of such Holder expressly for use therein, or (ii) such information relates to such Holder or such Holder’s proposed method of distribution of the Registrable Shares and was approved in writing by or on behalf of such Holder expressly for use in the Resale Registration Statement, such Prospectus or in any amendment or supplement thereto.

(c)          Each party entitled to indemnification under this Section 8 (the “ Indemnified Party ”) shall give notice to the party required to provide indemnification (the “ Indemnifying Party ”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, but the omission to so notify the Indemnifying Party shall not relieve it from any liability which it may have to the Indemnified Party pursuant to the provisions of this Section 8 except to the extent of the actual damages suffered by such delay in notification. The Indemnifying Party shall assume the defense of such action, including the employment of counsel to be chosen by the Indemnifying Party to be reasonably satisfactory to the Indemnified Party, and payment of expenses. The Indemnified Party shall have the right to employ its own counsel in any such case, but the legal fees and expenses of such counsel shall be at the expense of the Indemnified Party, unless (i) the employment of such counsel was authorized in writing by the Indemnifying Party in connection with the defense of such action, (ii) the Indemnifying Party shall not have employed counsel to take charge of the defense of such action or (iii) the Indemnified Party shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), in any of which events such fees and expenses shall be borne by the Indemnifying Party. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to the entry of any judgment or enter into any settlement unless such judgment or settlement (i) includes an unconditional release by the claimant or plaintiff to such Indemnified Party from all liability in respect to such claim or litigation, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

(d)          If the indemnification provided for in this Section 8 is unavailable to a party that would have been an Indemnified Party under this Section 8 in respect of any Losses referred to herein, then each party that would have been an Indemnifying Party hereunder shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, in connection with the statement or omission which resulted in such Losses, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Indemnifying Party or such Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The REIT and each Holder agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 8(d) .

(e)          No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(f)          In no event shall any Holder be liable for any Losses pursuant to this Section 8 in excess of the net proceeds to such Holder of any Registrable Shares sold by such Holder.

Section 9.           Rule 144 . The REIT shall, at the REIT’s expense, for so long as any Holder holds any Registrable Shares, use commercially reasonable efforts to cooperate with the Holders, as may be reasonably requested by any Holder from time to time, to facilitate any proposed sale of Registrable Shares by the requesting Holder(s) in accordance with the provisions of Rule 144, including by using commercially reasonable efforts (i) to comply with the current public information requirements of Rule 144 and (ii) to provide opinions of counsel as may be reasonably necessary in order for such Holder to avail itself of such rule to allow such Holder to sell such Registrable Shares without registration under the Securities Act.

Section 10.          Transfer of Registration Rights . The rights and obligations of a Holder under this Agreement may be transferred or otherwise assigned to a transferee or assignee of Registrable Shares, provided (i) such transferee or assignee becomes a party to this Agreement or agrees in writing to be subject to the terms hereof to the same extent as if such transferee or assignee were an original party hereunder, and (ii) the REIT is given written notice by such Holder of such transfer or assignment stating the name and address of such transferee or assignee and identifying the securities with regard to which such rights and obligations are being transferred or assigned.

Section 11.          Limitation on the Class C Common Stock Voting Rights . If, as of the record date for determining the stockholders of the REIT entitled to vote at any annual or special meeting of the stockholders of the REIT (however noticed or called) or for determining the stockholders of the REIT entitled to consent to any corporate action by written consent, the holders of the Class C Common Stock own shares of Class C Common Stock (the “ Subject Shares ”) representing in the aggregate more than 9.9% of the voting rights of the then-outstanding shares of Common Stock, and any other class of common stock of the REIT issued after the date hereof and any preferred stock of the REIT that has voting rights on the matters being voted upon at such meeting (such number of Subject Shares representing in the aggregate more than 9.9% of the voting rights of the then-outstanding shares of Common Stock and other classes of common stock and preferred stock with voting rights being referred to as the “ Excess Shares ”), then at each such meeting or in each such action by written consent the holders of the Subject Shares shall vote or furnish a written consent in respect of the Excess Shares, or cause the Excess Shares to be voted or consented, in each case, in such manner as directed by a majority of the members of the Board (such limitation on the voting rights of the Excess Shares, the “ Voting Limitation ”). Each holder of the Subject Shares shall vote, or cause to be voted, his proportion of the Excess Shares, calculated by multiplying the total number of Excess Shares by the quotient obtained by dividing the number of such holder’s Subject Shares by the total number of Subject Shares, in accordance with the Voting Limitation. For the avoidance of doubt, all Subject Shares other than the Excess Shares may be voted for or against any matter in the Class C Common Stock Holder’s sole and absolute discretion.

Section 12.          Limitation on the Redemption of OP Units . Each Holder agrees that as long as such Holder is a holder of Class C Common Stock, such Holder may only redeem such Holder’s OP Units in integral multiples of 49 OP Units, as may be adjusted to take into account any reclassification, stock split, reverse stock split, stock dividend or non-cash distribution, recapitalization or other similar transaction and/or as may be similarly adjusted in accordance with the OP Partnership Agreement.

Section 13.          Miscellaneous .

(a)           Governing Law; Jurisdiction; Waiver of Jury Trial . This Agreement and any claim, controversy or dispute arising under or related in any way to this Agreement, the relationship of the parties, the transactions contemplated by this Agreement and/or the interpretation and enforcement of the rights and duties of the parties hereunder or related in any way to the foregoing, shall be governed by and construed in accordance with the laws of the State of Maryland without giving effect to any choice or conflict of law provision or rule (whether of the State of Maryland or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Maryland.

EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE STATE OF MARYLAND FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY AND AGREES THAT ALL CLAIMS IN RESPECT OF THE SUIT, ACTION OR OTHER PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. EACH PARTY AGREES TO COMMENCE ANY SUCH SUIT, ACTION OR OTHER PROCEEDING IN ANY STATE OR FEDERAL COURT SITTING IN THE STATE OF MARYLAND. EACH PARTY WAIVES ANY DEFENSE OF IMPROPER VENUE OR INCONVENIENT FORUM TO THE MAINTENANCE OF ANY ACTION OR PROCEEDING SO BROUGHT AND WAIVES ANY BOND, SURETY, OR OTHER SECURITY THAT MIGHT BE REQUIRED OF ANY OTHER PARTY WITH RESPECT THERETO. ANY PARTY MAY MAKE SERVICE ON ANY OTHER PARTY BY SENDING OR DELIVERING A COPY OF THE PROCESS TO THE PARTY TO BE SERVED AT THE ADDRESS AND IN THE MANNER PROVIDED FOR THE GIVING OF NOTICES IN SECTION 13(e) . NOTHING IN THIS SECTION 13(a) , HOWEVER, SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AT EQUITY. EACH PARTY AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING SO BROUGHT SHALL BE CONCLUSIVE AND MAY BE ENFORCED BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW OR AT EQUITY.

EACH OF THE PARTIES HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. EACH OF THE PARTIES (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (ii) ACKNOWLEDGES THAT SUCH OTHER PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.

(b)           Entire Agreement . This Agreement, together with the Contribution Agreement, constitutes the full and entire understanding and agreement among the parties with regard to the subject matter hereof.

(c)           Interpretation and Usage . In this Agreement, unless there is a clear contrary intention: (i) when a reference is made to a section, an annex or a schedule, that reference is to a section, an annex or a schedule of or to this Agreement; (ii) the singular includes the plural and vice versa; (iii) reference to any agreement, document or instrument means that agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (iv) reference to any statute, rule, regulation or other law means that statute, rule, regulation or law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any law means that section or provision from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of that section or provision; (v) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular article, section or other provision of this Agreement; (vi) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; (vii) references to agreements, documents or instruments shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto; and (viii) the terms “writing,” “written” and words of similar import shall be deemed to include communications and documents in e-mail, fax or any other similar electronic or documentary form.

(d)           Amendment . No supplement, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the REIT and the Holders of at least a majority of the Registrable Shares (it being understood that a modification of Schedule I hereto to reflect a transfer permitted by Section 10 shall not be deemed to require such approval).

(e)           Notices . Each notice, demand, request, request for approval, consent, approval, disapproval, designation or other communication (each of the foregoing being referred to herein as a notice) required or desired to be given or made under this Agreement shall be in writing (except as otherwise provided in this Agreement), and shall be effective and deemed to have been received (i) when delivered in person, (ii) when receipt is acknowledged by recipient if sent by fax or e-mail, (iii) five (5) days after having been mailed by certified or registered United States mail, postage prepaid, return receipt requested, or (iv) the next Business Day after having been sent by a nationally recognized overnight mail or courier service, receipt requested. Notices shall be addressed as follows: (A) if to a Holder, at such Holders’ address, e-mail address or fax number set forth on Schedule I hereto, or at such other address, e-mail address or fax number as such Holder shall have furnished to the REIT in writing, or (B) if to any assignee or transferee of a Holder, at such address, e-mail address or fax number as such assignee or transferee shall have furnished to the REIT in writing, or (C) if to the REIT, at the address of its principal executive offices and addressed to the attention of the President, or at such other address, e-mail address or fax number as the REIT shall have furnished to the Holders. Any notice or other communication required to be given hereunder to a Holder in connection with a registration may instead be given to a designated representative of such Holder.

(f)           Counterparts . This Agreement may be executed in any number of counterparts, each of which may be executed by fewer than all of the parties hereto ( provided , however , that each party executes one or more counterparts), each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. This Agreement may be executed in any number of separate counterparts (including by means of facsimile or portable document format (pdf)), each of which is an original but all of which taken together shall constitute one and the same instrument.

(g)           Severability . In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision.

(h)           Section Titles . Section titles are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text.

(i)           Successors and Assigns . This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. If any successor or permitted assignee of any Holder shall acquire Registrable Shares in any manner, whether by operation of law or otherwise, (a) such successor or permitted assignee shall be entitled to all of the benefits of a “Holder” under this Agreement and (b) such Registrable Shares shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Shares such Person shall be conclusively deemed to have agreed to be bound by all of the terms and provisions hereof.

(j)           Remedies; No Waiver . Each party acknowledges and agrees that the other parties would be irreparably damaged in the event that the covenants set forth in this Agreement were not performed in accordance with its specific terms or were otherwise breached. It is accordingly agreed that each party hereto shall be entitled to seek an injunction to specifically enforce the terms of this Agreement solely in the courts specified in Section 13(a) , in addition to any other remedy to which such party may be entitled hereunder, at law or in equity.

No failure or delay by a party in exercising any right or remedy provided by law or under this Agreement shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any further exercise of it or the exercise of any other remedy.

(k)           No Other Obligation to Register . Except as otherwise expressly provided in this Agreement, the REIT shall have no obligation to the Holders to register the resale of the Registrable Shares under the Securities Act.

(l)           Termination . This Agreement shall terminate without any further action of the parties, and be of no further force or effect, in the event that the Contribution Agreement shall terminate prior to the consummation of the Closing (as defined in the Contribution Agreement).

(m)           Changes in Securities Laws . In the event that any amendment, repeal or other change in the securities laws shall render the provisions of this Agreement inapplicable, the REIT shall provide the Holders with substantially similar rights to those granted under this Agreement and use its good faith efforts to cause such rights to be as comparable as possible to the rights granted to the Holders hereunder.

***

[ Signature pages follow ]

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

[Signature Page to Stockholders Agreement]

Exhibit 10.2

EIGHTH AMENDMENT TO THE

SECOND AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP OF

BLUEROCK RESIDENTIAL HOLDINGS, L.P.

DESIGNATION OF CLASS A PERFORMANCE LTIP UNITS

October 31, 2017

Pursuant to Section 4.02 and Article XI of the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P. (the “Partnership Agreement”), the General Partner hereby amends the Partnership Agreement as follows in connection the designation and issuance of the Class A Performance LTIP Units (as defined below):

1.             Defined Terms .

(a)     Article I of the Partnership Agreement shall be amended to include the following defined terms, which shall be included in Article I based on the appropriate alphabetical ordering:

“ Class A Performance LTIP Unitholder ” means a Partner who holds Class A Performance LTIP Units issued pursuant to one or more Vesting Agreements.

“ Class A Performance LTIP Unitholder Percentage Interest ” shall have the meaning set forth in Section 13.02(d) hereof.

“ Class A Performance LTIP Units ” shall have the meaning set forth in Section 13.01 hereof.

“ Class A Performance LTIP Units Sharing Percentage ” means ten percent (10%).

“ Vested Class A Performance LTIP Units ” means Class A Performance LTIP Units that have satisfied or are deemed to have satisfied the applicable performance-vesting conditions under the terms of the applicable Vesting Agreement.

“Vesting Date” shall have the meaning set forth in Section 13.02(a)(ii) hereof.

(b)    The definition of “Percentage Interest” in Article I of the Partnership Agreement shall be deleted and replaced with the following definition:

“ Percentage Interest ” means the percentage determined by dividing the number of Common Units of a Partner by the sum of the number of Common Units of all Partners, treating LTIP Units (including Class A Performance LTIP Units), in accordance with Sections 4.04(a) and 13.02 hereof, as Common Units for this purpose, except as provided in section 13.02(d) hereof.

(c)    The definition of “Vesting Agreement” in Article I of the Partnership Agreement shall be deleted and replaced with the following definition:

“ Vesting Agreement ” means each or any, as the context implies, agreement or instrument, other than this Agreement, entered into by an LTIP Unitholder (including a Class A Performance LTIP Unitholder) upon an acceptance of an award of LTIP Units (including Class A Performance LTIP Units) under the Equity Incentive Plan

2.            Section 5.01 of Article V of the Partnership Agreement shall be amended to add the following provision:

“(i) Profits Interests . LTIP Units are intended to constitute “profits interests” within the meaning of Revenue Procedure 93-27, 1993-2 C.B. 343, and Revenue Procedure 2001-43, 2001-2 C.B. 191. For any Fiscal Year in which distributions are actually made to holders of LTIP Units, after all other allocations have been tentatively made pursuant to this Section 5.01, if necessary to cause the Capital Accounts relating to any LTIP Units to be equal (immediately before such distributions and so as to avoid negative Capital Accounts) to the amounts distributed to the holders of the LTIP Units, the General Partner, in its discretion, may allocate appropriate items of gross income that are accrued and realized following the issuance of the relevant LTIP Units to the holders of such LTIP Units. If there are insufficient items of gross income to be allocated to the holders of the LTIP Units, then such distributions shall, to the extent of such excess, be treated as “guaranteed payments” within the meaning of Section 707(c) of the Code.”

3.            Section 5.02 of Article V of the Partnership Agreement shall be amended to add the following provision

“(f) In the General Partner’s discretion, distributions made pursuant to this Section 5.02 may be adjusted as necessary to ensure that the amount apportioned to each LTIP Unit does not exceed the amount attributable to items of Partnership income or gain realized after the date such LTIP Unit was issued by the Partnership. The intent of this Section 5.02(f) is to ensure that any LTIP Units qualify as “profits interests” under Revenue Procedure 93-27,1993-2 C.B. 343 (June 9, 1993) and Revenue Procedure 2001-43, 2001-2 C.B. 191 (August 3, 2001), and Section 5.02 shall be interpreted and applied consistently therewith. The General Partner at its discretion may amend this Section 5.02(f) to ensure that any LTIP Units will qualify as “profits interests” under Revenue Procedure 9327,19932 C.B. 343 (June 9, 1993) and Revenue Procedure 2001-43, 2001-2 C.B. 191 (August 3, 2001) (and any other similar rulings or regulations that may be in effect at such time).”

4.             Designation . The Partnership Agreement is amended to include the following as Article XIII of the Partnership Agreement:

Article XIII

Class A Performance LTIP Units

13.01      Designation . A series of Partnership Units in the Partnership designated as the Class A Performance LTIP Units is hereby established. Pursuant to Section 4.02(a) hereof, the General Partner may from time to time issue Class A Performance LTIP Units to Persons who provide services to or for the benefit of the Partnership or as otherwise permitted by the Equity Incentive Plan, for such consideration or for no consideration as the General Partner may determine to be appropriate, and admit such Persons as Limited Partners. The number of Class A Performance LTIP Units shall be determined from time to time by the General Partner in accordance with the terms of the Equity Incentive Plan.

13.02      Terms . Each Class A Performance LTIP Unit that has become a Vested Class A Performance LTIP Unit shall be treated in the same manner as a Vested LTIP Unit that has no separate Class A Performance LTIP Unit designation with all of the rights, privileges and obligations attendant thereto and all references to Vested LTIP Units herein shall refer equally to Vested Class A Performance LTIP Units. During such time as any Class A Performance LTIP Unit has not become a Vested Class A Performance LTIP Unit, each such Class A Performance LTIP Unit shall be treated in the same manner as an Unvested LTIP Unit, and all references to an Unvested LTIP Unit herein shall refer equally to such Class A Performance LTIP Unit, except the following provisions shall apply:

(a)     Distributions .

(i) Distributions Generally . The holder of a Class A Performance LTIP Unit shall not be entitled to receive any distributions with respect to such Class A Performance LTIP Unit, except (x) in accordance with Section 5.06 hereof and (y) at such times as distributions are made with respect to Common Units pursuant to Section 5.02 hereof, and subject to Section 5.02(f) hereof, a holder of a Class A Performance LTIP Unit on the applicable Partnership Record Date shall be entitled to receive a distribution with respect to such Class A Performance LTIP Unit in an amount equal to the product of the distribution payable per Common Unit on such Partnership Record Date with respect to such distribution multiplied by the Class A Performance LTIP Units Sharing Percentage.

(ii) Special Distribution Upon Vesting . Upon a Class A Performance LTIP Unit becoming a Vested Class A Performance LTIP Unit, a holder of a Class A Performance LTIP Unit shall be entitled to receive a one-time distribution with respect to that Class A Performance LTIP Unit and any other Class A Performance LTIP Unit of that holder that vested on that date (the “ Vesting Date ”), in an amount equal to (x) the aggregate amount of distributions that would have been received on such Vested Class A Performance LTIP Unit pursuant to paragraph (a)(i) above if the Class A Performance LTIP Units Sharing Percentage had not been applied to the amount of the distribution payable per Common Unit on each Partnership Record Date, minus (y) the aggregate amount of distributions previously received pursuant to paragraph (a)(i) above on all Class A Performance LTIP Units that were issued to the holder at the same time as the Vested Class A Performance LTIP Units, including any Class A Performance LTIP Units that did not vest on the Vesting Date.

(b)     Allocations .

(i) Allocations Generally . The holder of a Class A Performance LTIP Unit shall not be entitled to receive allocations of Profit or Loss of the Partnership with respect to such Class A Performance LTIP Unit, other than (x) the special allocation of gain set forth in Section 5.01(g) hereof and the allocations set forth in Sections 5.01(d), 5.01(e), 5.01(f), and 5.01(i) hereof and (y) allocations of Profit and Loss pursuant to Sections 5.01(a) and 5.01(b) hereof and the allocations set forth in Section 5.01(c), treating, for purposes of such allocations, each Class A Performance LTIP Unit as a fraction of one outstanding Common Unit equal to one Common Unit multiplied by the Class A Performance LTIP Units Sharing Percentage.

(ii) Special Allocation Upon Vesting . If the receipt of the special distribution provided for in Section 13.02(a)(ii) by a holder of Class A Performance LTIP Units would cause or increase a deficit balance in such holder’s Capital Account that exceeds the sum of such holder’s shares of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, as determined in accordance with Regulations Sections 1.704-2(g) and 1.704-2(i), such holder shall be allocated specially for such taxable year (and, if necessary, later taxable years) items of income and gain in an amount and manner sufficient to eliminate such deficit Capital Account balance as quickly as possible as provided in Regulations Section 1.704-1(b)(2)(ii)(d).

(c)     Conversion . The provisions set forth below in Sections 13.02(c)(i)-(iii) hereof shall apply with respect to the Class A Performance LTIP Units in addition to the provisions of Section 4.04(c)(v) and Section 4.05:

(i)    When a Class A Performance LTIP Unitholder is notified of the expected occurrence of an event that will cause such Class A Performance LTIP Unit to become a Vested Class A Performance LTIP Unit, such Class A Performance LTIP Unitholder may give the Partnership a Conversion Notice (with all references in the Conversion Notice to LTIP Units referring equally to Class A Performance LTIP Units) with respect to such Class A Performance LTIP Unit conditioned upon and effective as of the time of vesting, and such Conversion Notice, unless subsequently revoked by the Class A Performance LTIP Unitholder, shall be accepted by the Partnership subject to such condition.

(ii)    Upon the expected occurrence of an event that will cause such Class A Performance LTIP Unit to become a Vested Class A Performance LTIP Unit, the Partnership may issue a Forced Conversion Notice (with all references in the Forced Conversion Notice to LTIP Units referring equally to Class A Performance LTIP Units) with respect to such Unit conditioned upon and effective on or after the time of vesting of such Unit.

(iii)    In all cases, the conversion of such Class A Performance LTIP Unit in accordance with this Section 13.02(c) and pursuant to the applicable provisions of Section 4.05 hereof shall be subject to the conditions and procedures set forth in Section 4.05 hereof.

(d)     Percentage Interests . Notwithstanding the designation of Percentage Interests, for the purposes set forth in subparagraphs (i) and (ii) below, the Percentage Interest of each Partner holding Class A Performance LTIP Units with respect to such Class A Performance LTIP Units shall equal the Percentage Interest of a Partner who holds an equivalent number of Common Units multiplied by the Class A Performance LTIP Units Sharing Percentage (the “ Class A Performance LTIP Unitholder Percentage Interest ”). Accordingly, there shall be two Percentage Interests for each Partner owning such Class A Performance LTIP Units, one which reflects the Percentage Interests assigned to such Class A Performance LTIP Units (treating such Class A Performance LTIP Unit as a Common Unit for this purpose) and one which reflects the Class A Performance LTIP Unitholder Percentage Interest. The Percentage Interest of each Partner who holds such Class A Performance LTIP Units, with respect to such Class A Performance LTIP Units, shall equal the Class A Performance LTIP Unitholder Percentage Interest for purposes of:

(i)     The provisions of the Agreement regarding distributions to the Partners, except the distributions made in accordance with Section 5.06 hereof.

(ii)    The provisions of the Agreement regarding the allocation of Income or Loss of the Partnership (or items thereof) with respect to the Class A Performance LTIP Units, other than the allocations set forth in Section 5.01(g) hereof and Sections 5.01(d) and 5.01(e) hereof.

5.           Except as modified herein, all terms and conditions of the Partnership Agreement shall remain in full force and effect, which terms and conditions the General Partner hereby ratifies and confirms.

IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first set forth above.

[Signature Page to Eighth Amendment to OP Agreement]

Exhibit 10.3

ADMINISTRATIVE SERVICES AGREEMENT

by and among

Bluerock Real Estate, L.L.C.,

Bluerock Real Estate Holdings, LLC,

Bluerock Residential Growth REIT, Inc.,

Bluerock Residential Holdings, L.P.,

Bluerock TRS Holdings, LLC,

and

Bluerock REIT Operator, LLC

Dated as of October 31, 2017

Administrative SERVICES AGREEMENT

This ADMINISTRATIVE SERVICES AGREEMENT (this “ Agreement ”), dated as of October 31, 2017 (the “ Effective Date ”), is by and among Bluerock Real Estate, L.L.C., a Delaware limited liability company (“ Bluerock Real Estate ”), and Bluerock Real Estate Holdings, LLC, a Delaware limited liability company (“ Bluerock Holdings ” and, together with Bluerock Real Estate, the “ Bluerock Entities ” and each a “ Bluerock Entity ”), on the one hand, and Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “ REIT ”), Bluerock Residential Holdings, L.P., a Delaware limited partnership (the “ OP ”), Bluerock TRS Holdings, LLC, a Delaware limited liability company (the “ TRS ”), and Bluerock REIT Operator, LLC, a Delaware limited liability company (the “ Manager ” and, together with the REIT, the OP and the TRS, the “ Company ” and each a “ Company Party ”), on the other hand. The Bluerock Entities and the Company shall be collectively referred to herein as the “ Parties ,” and each individually a “ Party ”.

WHEREAS, the REIT, the OP, the TRS, BRG Manager, LLC, the Manager, Bluerock Real Estate, The Kachadurian Group, LLC, Konig & Associates, LLC, Jenco Business Advisors, Inc., James G. Babb, III, Jordan B. Ruddy, and Ryan S. MacDonald have entered into that certain Contribution and Sale Agreement (the “ Contribution Agreement ”), dated as of August 3, 2017;

WHEREAS, following the closing of the transactions contemplated by the Contribution Agreement, the Company desires to obtain certain services, on an at-cost basis, from the Bluerock Entities for the purpose of enabling the Company to manage its operations and retain the benefit of operational efficiencies created by access to such services to assure a smooth transition following the closing of the transactions contemplated by the Contribution Agreement by availing the Company time to develop such services in-house or to hire other third-party service providers for such services.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I
DEFINITIONS

Section 1.1.           Definitions . Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed thereto in the Contribution Agreement.

ARTICLE II
SERVICES

Section 2.1.           Scheduled Services .

(a)          Upon the terms and subject to the conditions set forth in this Agreement, the Bluerock Entities agree to provide, or to cause one or more of their Affiliates or one or more third parties to provide, to the Company all services set forth on Schedule A (the “ Services ”).

(b)          Anything to the contrary notwithstanding, none of the obligations of the Parties under the Contribution Agreement shall constitute Services under this Agreement.

Section 2.2.           Additional Services . Each Bluerock Entity agrees that, if any Company Party identifies during the Term, services that such Company Party believes are necessary for the continued operation of its business that are not identified on Schedule A, upon the reasonable request of such Company Party, the Parties shall cooperate in good faith to modify Schedule A with respect to such additional services, upon terms (including reimbursement) and subject to conditions to be agreed upon in good faith by the Parties. No Party shall be obligated to perform or cause to be performed any such additional services unless and until the Parties agree in writing as to the price, specifications and other terms and conditions under which the applicable Party shall provide (or cause to be provided) such other services; provided , that upon the agreement of the Parties with respect to any such additional services, such additional services shall thereafter be deemed “Services” within the meaning of this Agreement and the provision of such services will be subject to the terms of this Agreement.

Section 2.3.           Service Standards; Level of Service . The Bluerock Entities shall provide the Services to the Company in a prompt, professional and workmanlike manner, and shall provide the Services to the Company at a level of quality, responsiveness and diligence at least equal to the levels provided by such Party over the twelve (12) month period prior to the closing of the transactions contemplated by the Contribution Agreement, if applicable, but in any event at a level of quality provided by such Party to its own business (the “ Service Standards ”). In no event shall the Bluerock Entities have an obligation to perform any Service in any other manner, amount or quality unless expressly so specified in Schedule A with respect to a particular Service or mutually agreed upon after good faith discussions by the Parties. The Bluerock Entities shall promptly notify the Company of any event or circumstance of which the Bluerock Entities have knowledge that causes, or would be reasonably likely to cause, a material disruption in the Services.

Section 2.4.           Disclaimer of Warranties . EXCEPT AS OTHERWISE PROVIDED HEREIN, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, AT LAW OR IN EQUITY, WITH RESPECT TO THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND QUIET ENJOYMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PARTY OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE OTHER PARTIES’ OBLIGATIONS UNDER THIS AGREEMENT.

Section 2.5.           Subcontracting . A Bluerock Entity may, with the written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed), engage, or cause one of its Affiliates to engage, one or more parties (including third parties and/or Affiliates of such Bluerock Entity) to provide some or all of the applicable Services to be provided by such Bluerock Entity. In the event a Bluerock Entity or its Affiliates so engage any such parties, such Bluerock Entity shall remain responsible for ensuring adherence to the Service Standards in the performance of the applicable Services, compliance by such parties with the applicable terms of this Agreement and for the indemnification obligations set forth in Article VIII. The Parties hereby agree that the delivery of any written consent pursuant to this Section 2.5 shall not be subject to the notice requirements set forth in Section 11.3 and any such written consent may be delivered via electronic mail.

Section 2.6.           Employee Compensation . The Bluerock Entities shall be solely responsible for the payment of all employee benefits and any other direct and indirect compensation for the employees of the Bluerock Entities (or their Affiliates’ or permitted subcontractors pursuant to Section 2.5) assigned to perform the Services, as well as such employees’ worker’s compensation insurance, employment taxes, and other applicable employer liabilities relating to such employees as required by law.

Section 2.7.           Cybersecurity .

(a)          The Bluerock Entities and the Company Parties will maintain or cause to be maintained reasonable security measures with respect to any interfaces required between the Bluerock Entities and the Company Parties in connection with the Services in a manner generally consistent with the historical provision of the Services and with the same standard of care as historically provided. At all times during the Term, neither the Bluerock Entities nor the Company Parties will intentionally or knowingly introduce, and each will take commercially reasonable measures to prevent the introduction of, into the Bluerock Entities’ or the Company Parties’ computer systems, databases, or software any viruses or any other contaminants (including, but not limited to, codes, commands, instructions, devices, techniques, bugs, web bugs, or design flaws) that may be used to access (without authorization), alter, delete, threaten, infect, assault, vandalize, defraud, disrupt, damage, disable, inhibit, or shut down another Party's computer systems, databases, software, or other information or property. Except as may be required in connection with the provision of the Services, neither the Bluerock Entities nor the Company Parties will intentionally or knowingly tamper with, compromise, or attempt to circumvent any physical or electronic security or audit measures employed by the other in the course of its business operations, and/or intentionally or knowingly compromise the security of the other’s computer systems and/or networks.

(b)          Each of the Bluerock Entities and the Company Parties shall reasonably cooperate with the other and shall cause their respective Affiliates to reasonably cooperate (i) in notifying the other of any Security Breach affecting a Bluerock Entity or a Company Party and (ii) in any investigation and mitigation efforts relating to such Security Breaches, in each case, in such Party’s reasonable discretion and subject to applicable Law. As used herein, “Security Breach” means unauthorized access to or disclosure of computerized data that compromises the security, confidentiality or integrity of any Confidential Information (as defined below) maintained by a Party.

Section 2.8.           Cooperation .

(a)          Each Company Party will share information and otherwise cooperate to the extent necessary to facilitate the provision of the Services pursuant to this Agreement. Each Company Party will cooperate in a commercially reasonable manner to facilitate the provision of Services as described herein and to make available to the Bluerock Entities properly authorized personnel for the purpose of consultation and decision.

(b)          Each Company Party shall follow the policies, procedures and practices of the Bluerock Entities and their Affiliates applicable to the Services that are in effect as of the Effective Date, as may be modified from time to time, so long as the Company has been provided with notice (in writing, where available) of such policies, procedures and practices.

(c)          A failure of any Company Party to act in accordance with this Section 2.8 that prevents either Bluerock Entity or its Affiliates or third parties, as applicable, from providing a Service hereunder shall relieve such Bluerock Entity of its obligation to provide such Service until such time as the failure has been cured; provided , that such Company Party has been notified promptly in writing of such failure.

Section 2.9.           Certain Changes . Either Bluerock Entity may change (a) its policies and procedures, (b) any Affiliates and/or third parties that provide any Services or (c) the location from which any Service is provided at any time; provided that each Bluerock Entity shall remain responsible for the performance of the applicable Services in accordance with this Agreement. Each Bluerock Entity shall provide the applicable Company Party with prompt written notice of any changes described in the prior sentence. Any such notice shall be provided to the applicable Company Party as soon as reasonably practicable prior to the effectiveness of such change or, if prior notice of such change is not practicable, as soon as reasonably practicable after the effectiveness of such change.

ARTICLE III
LIMITATIONS

Section 3.1.           General Limitations .

(a)          In no event shall either Bluerock Entity, pursuant to this Agreement, be obligated to maintain the employment of any specific employee or acquire any specific additional equipment or software, unless the applicable Company Party agrees to bear its allocated portion of any associated costs; provided that each Bluerock Entity shall remain responsible for the performance of the applicable Services in accordance with this Agreement.

(b)          Neither Bluerock Entity shall be obligated to provide, or cause to be provided, any Service to the extent that the provision of such Service would require such Bluerock Entity, any of its Affiliates or any of their respective officers, directors, managers, members, employees, agents or representatives to violate any applicable Laws.

Section 3.2.           Third Party Consents and Limitations .

(a)          Prior to the Effective Date, each Bluerock Entity will have obtained, with the reasonably requested cooperation of the Company, any third party consents necessary for provision of the applicable Services during the Term. The costs associated with obtaining any third party consents shall be borne by the Company Party receiving the applicable Service.

(b)          Each Company Party acknowledges and agrees that any Services provided through third parties or using third party Intellectual Property are subject to the terms and conditions of any applicable agreements between the applicable Bluerock Entity or its Affiliate and such third parties, copies of which have been, or will be, as applicable, made available to the applicable Company Party.

Section 3.3.           Force Majeure . In the event that either Bluerock Entity is wholly or partially prevented from, or delayed in, providing one or more Services, or one or more Services are interrupted or suspended, by reason of events beyond its reasonable control (including acts of God, acts, orders, restrictions or interventions of any civil, military or government authority, fire, explosion, accident, floods, earthquakes, embargoes, epidemics, war (declared or undeclared), acts of terrorism, hostilities, invasions, revolutions, rebellions, insurrections, sabotages, nuclear disaster, labor strikes, civil unrest, riots, power or other utility failures, disruptions or other failures in internet or other telecommunications lines, networks and backbones, delay in transportation, loss or destruction of property and/or changes in Laws) (each, a “ Force Majeure Event ”), provided that such Bluerock Entity is taking commercially reasonable steps to minimize the impact and duration of such Force Majeure Event, such Bluerock Entity shall not be obligated to deliver the affected Services during such period, and the applicable Company Party shall not be obligated to pay for any Services not delivered.

ARTICLE IV
PAYMENT

Section 4.1.           Billing and Payment Terms . Each Bluerock Entity shall invoice the Company Parties, as applicable, for the amount necessary to reimburse such Bluerock Entity for all its costs incurred in performing the Services on a quarterly basis, in arrears, and the applicable Company Party shall remit full payment, in immediately available funds, within thirty (30) days after receipt of such invoice (each a “ Quarterly Reimbursement ”). In the event that a Company Party has repeated late payments which remain uncured after an additional fifteen (15) day period, Bluerock Holdings reserves the right to charge a late fee for each such payment equal to two and one half percent (2.5%) of such late Quarterly Reimbursement. All amounts due to a Bluerock Entity pursuant to this Article IV may be paid in cash or in the OP’s long-term incentive plan units (“LTIPs”), at the option of the Board of Directors of the Company. If paid in LTIPs, the number of LTIPs to be issued shall be determined by dividing the amount due 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 due date of such payment. Any such LTIPs issued shall be fully vested upon issuance.

Section 4.2.           Determination of Costs .

(a)          The Parties agree that allocation reviews with respect to determining the costs of providing the Services shall be performed as frequently as necessary, but at least annually (each such review, an “ Allocation Review ”), according to procedures to be mutually agreed upon by the Parties. The results of the Allocation Review will be applied on a forward-looking basis, subject to periodic adjustment pursuant to Section 4.2(b), to the determination of costs of providing the Services hereunder.

(b)          The Parties will reasonably cooperate to make adjustments to previously determined allocations if material and they will be reflected in the next Quarterly Reimbursement.

Section 4.3.           Record Keeping and Audit Right .

(a)          Each Bluerock Entity shall keep, and, as applicable, cause its Affiliates to keep, complete and accurate books and records relating to the costs charged to Company hereunder, including the basis for calculating such costs (the “ Transition Books and Records ”) for a period of one (1) year following the termination of this Agreement (“ Audit Period ”).

(b)          During the Term and the Audit Period, each Company Party, at its own cost and expense, shall have the right to inspect the Transition Books and Records of the Bluerock Entities (upon reasonable, prior written notice, during normal business hours), solely for the purposes of verifying the accuracy of the invoices provided to such Company Party hereunder. Each Company Party may only exercise the foregoing inspection right once during any calendar quarter, except in the event that such Company Party reasonably believes there is a material discrepancy in the invoices that it has been provided.

(c)          In the event the audit produces a material discrepancy between the fees and expenses invoiced to a Company Party and the actual Services performed by the applicable Bluerock Entity, the Company Party receiving the applicable Services shall promptly notify the applicable Bluerock Entity of such difference and indicate the amount by which it believes the fees and expenses invoiced exceed the Services performed. Within twenty (20) business days of receipt of notice of a discrepancy from the Company Party receiving the applicable Services, the applicable Bluerock Entity shall (i) reimburse such Company Party for the amount of the discrepancy arising out of the audit or (ii) notify such Company Party that it disputes the results of the audit. If a Bluerock Entity notifies the Company Party receiving Services of a dispute, such dispute shall be resolved in accordance with the procedures set forth in Article X hereof. Any Transition Books and Records that relate to any dispute under this Section 4.3 shall continue to be kept by the applicable Bluerock Entity until a complete and final resolution has been reached by the applicable Parties.

(d)          The expenses of the audit inspection shall be paid by the Company Party receiving the applicable Services; provided , however , that if the results of such audit, as finally determined pursuant to Section 4.3(c), reveal that the applicable Bluerock Entity has inaccurately calculated the fees and expenses resulting in an overcharge of such fees and expenses for any Quarterly Reimbursement by more than the greater of (i) $25,000 in the aggregate or (ii) five percent (5%) of the actual fees and expenses for the Services provided herein, the expenses of the audit inspection shall be paid by the applicable Bluerock Entity providing the applicable Services.

(e)          Anything to the contrary notwithstanding, each Bluerock Entity shall, and shall cause its Affiliates to, keep books and records relating to the performance of Services hereunder (the “ Service Records ”) consistent with its document and information retention policies in effect as of the closing of the transactions contemplated by the Contribution Agreement. During any Term and the Audit Period, each Company Party shall have the right, at its own cost and expense, to inspect the Service Records of the Bluerock Entities (upon reasonable, prior written notice and during normal business hours), for the purpose of confirming that the applicable Services are being performed in accordance with the Service Standards, or to address any error in the product of any Services. Each Company Party may only exercise the foregoing inspection right once during any calendar quarter, except to address any matter that such Company Party reasonably believes represents material non-compliance by applicable Bluerock Entity or its Affiliates with any Service Standards or any material error in the provision of any Services.

Section 4.4.           Sales Taxes . All consideration under this Agreement is exclusive of any sales, transfer, value-added, goods or services tax or similar gross receipts based tax (excluding all other taxes including taxes based upon or calculated by reference to income, receipts or capital) imposed against or on the Services (“ Sales Taxes ”). The Company Party receiving Services shall be responsible for, and shall indemnify and hold the applicable Bluerock Entity harmless from and against, any such Sales Taxes.

ARTICLE V
CONFIDENTIALITY

Section 5.1.           Confidentiality .

(a)          Each Party may receive (or otherwise have access to) Confidential Information of the other Parties (both orally and in writing) in connection with the provision of the Services. “Confidential Information” means any information, whether or not designated or containing any marking such as “Confidential,” “Proprietary,” or some similar designation, related to any Party and its services, properties, business, assets and financial condition relating to the business, finances, technology or operations of such Party or its Affiliates. Such information may include financial, technical, legal, marketing, network, and/or other business information, reports, records, or data (including, but not limited to, computer programs, code, systems, applications, analyses, passwords, procedures, output, information regarding software, sales data, vendor lists, customer lists, and employee- or customer-related information, personally identifiable information, business strategies, advertising and promotional plans, creative concepts, specifications, designs, and/or other material). Each Party agrees to treat all Confidential Information provided by the other Parties, or which such Party otherwise has access to, pursuant to this Agreement as proprietary and confidential to the other Parties, as applicable, and to hold such Confidential Information in confidence. No Party shall (without the prior written consent of the applicable other Party) disclose or permit disclosure of such Confidential Information to any third party; provided, that any Party may disclose such Confidential Information to any permitted third party subcontractors and its Affiliates’ current employees, officers, or directors, or legal or financial representatives, in each case, who have a legitimate need to know such Confidential Information for the purpose of facilitating the provision of the Services and who have previously agreed in writing (including as a condition of their employment, contract or agency) to be bound by terms respecting the protection of such Confidential Information which are no less protective as the terms of this Agreement. Each Party agrees to safeguard all Confidential Information of the other Parties with at least the same degree of care as such Party uses to protect its own Confidential Information, but in no event shall such degree of care be less than a reasonable degree of care. Each Party shall only use the other Party’s Confidential Information solely for the purpose of fulfilling its obligations under this Agreement and facilitating the provision of the Services. Such Party shall not, and shall cause its Affiliates and permitted third party subcontractors not to, at any time, collect, use, sell, license, transfer, make available or disclose any other Party’s Confidential Information for its own benefit, the benefit of its Affiliates (or agents, subcontractors or representatives) or for the benefit of others. Each Party will be responsible for any violation of the confidentiality provisions of this Section 5.1(a) by any person or entity to whom it has disclosed Confidential Information, its subcontractors and its Affiliates’ employees, officers and directors, and legal or financial representatives. Notwithstanding the foregoing, this Section 5.1(a) shall not apply to any information that a Party can demonstrate (a) was, at the time of disclosure to it, in the public domain through no fault of such Party, (b) was received after disclosure to it from a third party who had a lawful right to disclose such information to it, or (c) was independently developed by the receiving Party.

(b)          All Confidential Information transmitted or disclosed hereunder will be and remain the property of the Party to which such Confidential Information applies, and each Party shall promptly (at the applicable Party’s sole election) destroy or return to such Party all copies thereof upon termination or expiration of this Agreement, or upon the written request of such Party; provided, that no Party shall be required to destroy any Confidential Information that is stored solely as a result of a backup created in the ordinary course of business and is not readily destroyable or that is stored on the computers of the personnel of such Party and/or its Affiliates and subject to deletion in accordance with such Party’s and/or its Affiliates’ electronic information management practices (subject to extended retention by such Party’s or its Affiliates’ compliance and legal department personnel in accordance with any applicable existing document retention/destruction policy). Upon the request of the applicable Party, the other Parties shall provide notice of any such applicable destruction in writing.

ARTICLE VI
INTELLECTUAL PROPERTY

Section 6.1.           Ownership of Intellectual Property .

(a)          Each Party acknowledges and agrees that the Parties shall each retain exclusive rights to and ownership of its Intellectual Property, and no license or other right, express or implied, is granted hereunder by any Party to its Intellectual Property.

(b)          As between the Bluerock Entities and the Company, each of the Bluerock Entities shall exclusively own all right, title and interest throughout the world in and to all business processes and other Intellectual Property rights created by it in connection with the performance of the Services (“ Bluerock Intellectual Property ”), and each Company Party hereby assigns any and all right, title or interest it may have in any such Bluerock Intellectual Property to the applicable Bluerock Entity. Each Company Party shall execute any documents and take any other actions reasonably requested by the applicable Bluerock Entity to effectuate the purposes of the preceding sentence. Each Bluerock Entity hereby grants to the Company a royalty-free, fully paid-up, non-exclusive license to use the Bluerock Intellectual Property during the Term, solely to the extent necessary for the Company to receive the benefit of the Services.

ARTICLE VII
LIMITATION OF LIABILITY

Section 7.1.           Limitation of Liability . In no event shall any Party be liable under or in connection with this Agreement for consequential, incidental, special, indirect, treble or punitive Losses, Losses based on either the reduced current or future profitability or earnings or Losses based on a multiple of such profitability, earnings or other factor, or reduction therein (it being understood that all Losses shall for purposes of this Article VII be determined and calculated on a direct, dollar-for-dollar basis), except in the case of liabilities arising from third-party claims. Other than in the case of Losses arising out of or resulting from fraud, intentional misrepresentation or willful misconduct, the liability of any Party to the other Parties hereunder shall not exceed the aggregate amounts actually due and payable pursuant to Article IV and Section 11.1, as applicable, hereunder from the Effective Date through the date the claim accrued.

ARTICLE VIII
INDEMNIFICATION

Section 8.1.           Bluerock Real Estate’s Indemnification of the Company . Subject to the terms of this Article VIII, Bluerock Real Estate agrees from and after the Effective Date to indemnify, defend and hold harmless the Company from and against any and all Losses arising out of, resulting from or relating to third-party claims arising out of a material breach by Bluerock Real Estate of any provision of this Agreement

Section 8.2.           Bluerock Holdings’s Indemnification of the Company . Subject to the terms of this Article VIII, Bluerock Holdings agrees from and after the Effective Date to indemnify, defend and hold harmless the Company from and against any and all Losses arising out of, resulting from or relating to third-party claims arising out of a material breach by Bluerock Holdings of any provision of this Agreement.

Section 8.3.           Indemnification of the Bluerock Entities . Subject to the terms of this Article VIII, the Company agrees from and after the Effective Date to indemnify, defend and hold harmless each of the Bluerock Entities from and against any and all Losses arising out of, resulting from or relating to third party claims arising out of a material breach by the Company of any provision of this Agreement.

Section 8.4.           Indemnification Procedures . In the event either Bluerock Entity or the Company shall have a claim for indemnity against the other applicable Party, the applicable Parties shall follow the procedures set forth in Section 5.05 of the Contribution Agreement.

ARTICLE IX
TERM AND TERMINATION

Section 9.1.           Term of Agreement . This Agreement shall become effective on the Effective Date and shall continue in operation, unless earlier terminated as provided in this Article IX, until the first anniversary of the Effective Date (the “ Initial Term ”). The Company may renew this Agreement for successive one-year terms by providing the Bluerock Entities written notice of its intention to renew this Agreement no later than sixty (60) days prior to the expiration of the Initial Term or any successive term (each a “ Renewal Term ”; the Initial Term and any Renewal Term are sometimes referred to as the “ Term ”), as applicable.

Section 9.2.           Termination .

(a)           Partial Termination . Any Company Party may, on written notice to the applicable Bluerock Entity, terminate any Service due to it and thereafter such terminated Service shall be deemed deleted from Schedule A . Any termination notice delivered by a Company Party shall identify the specific Service or Services to be terminated, and the effective date of such termination, which must be a date at least ninety (90) days from the date such termination notice is received. For any terminated Services which required the software or other services of a third party (i) if the Bluerock Entity providing such Services paid for such software or services in advance, such Bluerock Entity may invoice the applicable Company Party any portion of such advance payments allocable on a reasonable basis to the Company Party receiving such Services, and (ii) if, as a result of such termination, the Bluerock Entity providing such Services terminates all or part of its agreement with the third party, such Bluerock Entity may invoice the Company Party receiving such Services for any applicable termination fees allocable on a reasonable basis to such Company Party. Neither Bluerock Entity shall enter into any new agreements with third parties for software or services that include any termination fees that would be charged to a Company Party without such Company Party’s prior written consent, which consent shall not be unreasonably withheld.

(b)           Automatic Termination . This Agreement shall automatically terminate upon termination by the Company of all Services or upon the expiration of the Term.

(c)           Termination for Change of Control . Either Bluerock Entity may terminate this Agreement at any time upon the occurrence of a “Change of Control Event” by providing the Company no less than one hundred eighty (180) days prior written notice of its intention to terminate this Agreement. As used herein, a “ Change of Control Event ” means (i) R. Ramin Kamfar ceasing to be a director of the REIT for any reason, (ii) the sale of all or substantially all of the assets of the REIT or the OP, or (iii) a merger, consolidation, recapitalization or reorganization of the REIT, unless securities representing more than fifty percent (50%) of the total voting power after such merger, consolidation, recapitalization or reorganization are beneficially owned, directly or indirectly, by the Persons who beneficially owned the REIT’s outstanding voting securities immediately prior to such transaction.

(d)           Termination for Default . In the event: (i) any Company Party shall fail to pay for any or all Services in accordance with the terms of this Agreement; (ii) of any default by either Bluerock Entity, in any material respect, in the due performance or observance by it of any of the other terms, covenants or agreements contained in this Agreement; or (iii) any Party shall become or be adjudicated insolvent and/or bankrupt, or a receiver or trustee shall be appointed for any Party or its property or a petition for reorganization or arrangement under any bankruptcy or insolvency Law shall be approved, or any Party shall file a voluntary petition in bankruptcy or shall consent to the appointment of a receiver or trustee (in each such case, the “ Defaulting Party ”); then the non-Defaulting Party shall have the right, at its sole discretion, (A) in the case of a default under clause (iii), to terminate immediately the applicable Service(s) and/or this Agreement and its participation with the Defaulting Party under this Agreement; and (B) in the case of a default under clause (i) or (ii), to terminate the applicable Service(s) and/or this Agreement and its participation with the Defaulting Party under this Agreement if the Defaulting Party has failed to (x) cure the default within thirty (30) days after receiving written notice of such default, or (y) take substantial steps towards and diligently pursue the curing of the default.

Section 9.3.           Effect of Termination . In the event that this Agreement or a Service is terminated:

(a)          Each Company Party agrees and acknowledges that the obligation of the Bluerock Entities to provide the terminated Services, or to cause the terminated Services to be provided, hereunder shall immediately cease. Upon cessation of a Bluerock Entity’s obligation to provide any Service, the Company Parties, as applicable, shall stop using, directly or indirectly, such Service.

(b)          Upon request, each Company Party shall return to the Bluerock Entities all tangible personal property and books, records or files owned by the Bluerock Entities and used in connection with the provision of Services that are in its possession as of the termination date.

(c)          In the event that this Agreement is terminated, the following matters shall survive the termination of this Agreement: (i) the rights and obligations of each Party under Articles V, VI, VII, VIII, this Section 9.3, Article X and Article XI and (ii) the obligations under Article IV of the Company to pay the applicable fees for Services furnished prior to the effective date of termination.

ARTICLE X
DISPUTE RESOLUTION

Section 10.1.           Party Representatives . Each Party will appoint a representative (a “ Service Representative ”) responsible for coordinating and managing the delivery and receipt of the Services, as applicable, which Service Representative will have authority to act on such Party’s behalf with respect to matters relating to this Agreement. The Service Representatives will work in good faith to address any issues involving the Parties’ relationship under this Agreement (including, without limitation, any pricing and other Service related matters).

Section 10.2.           Escalation Procedure . The Parties shall attempt to resolve any dispute, controversy or claim arising out of, in connection with, or relating to this Agreement, whether sounding in contract or tort and whether arising during or after termination of this Agreement (each, a “ Dispute ”) in accordance with the following procedures: Upon the written request of any Party, a senior executive officer of the Bluerock Entities or a designee of such person and a senior executive officer of the Company or that person’s designee shall meet and attempt to resolve any Dispute between them. If such Dispute is not resolved by discussions between such officers within ten (10) days after a Party’s written request was made, then any Party may commence a proceeding relating to such Dispute in accordance with Section 11.10. No Party may commence a proceeding with respect to a Dispute unless and until the foregoing procedure has been concluded with respect to the underlying Dispute.

ARTICLE XI
MISCELLANEOUS

Section 11.1.           Services Provided to the Bluerock Entities . The Parties agree that from time to time certain employees of the Company may provide, or cause to be provided, services to the Bluerock Entities during the Term. Any such services provided by such employees of the Company shall be provided to the Bluerock Entities at cost and such costs shall be allocated in a manner substantially similar to those provided on Schedule A hereto. The provision of such services shall be subject to all of the same rights (including right to payment that parallels a Quarterly Reimbursement), terms, covenants, conditions as the Services under, and indemnity, confidentiality, record-keeping and all of the other provisions of, this Agreement, unless the applicable Parties agree otherwise in writing.

Section 11.2.           Non-Solicitation . The Company Parties covenant that, until the later to occur of (i) the three-year anniversary of the Effective Date and (ii) the one-year anniversary of the termination of this Agreement, the Company Parties shall not, and shall cause their Affiliates not to, solicit the employment or engagement of services of any person who is, or was during the three-month period immediately prior to such solicitation, employed as an employee, contractor or consultant by the Bluerock Entities or any of their subsidiaries during such period on a full- or part-time basis. The foregoing shall not prohibit any general solicitation of employees, contractors or consultants or public advertising of employment opportunities (including through the use of employment agencies) not specifically directed at any such employees, contractors or consultants, nor shall it prohibit the Company Parties or their Affiliates from hiring any such employee, contractor or consultant who seeks employment or engagement with the Company Parties or their on his or her own initiative at any time after three months have elapsed since such individual served as an employee, contractor or consultant otherwise subject to this restriction, without any prior solicitation by the Company Parties or any of their Affiliates. Furthermore, the foregoing shall not prohibit the Company from hiring employees of the Bluerock Entities in connection with the transactions contemplated by the Contribution Agreement.

Section 11.3.           Insurance . The Bluerock Entities shall maintain, at their sole cost and expense, at all times during the Term (and for a period of time continuing for no less than twenty-four (24) months following the Term), a professional liability insurance (errors and omissions) policy with coverages and policy as then maintained by the Bluerock Entities and its Affiliates and with coverages of no less than $8,000,000. The Company shall be a named as an “additional insured” under such policy. All insurance required to be carried by the Bluerock Entities shall be written with companies having a policyholder and asset rate, as circulated by Best’s Insurance Reports, of A-:VIII or better. On or prior to the date hereof and from time to time upon the Company’s request, the Bluerock Entities shall provide certificates of insurance evidencing such coverage and such other documentation (including a copy of the policy) as may be requested.

Section 11.4.           Notices .

(a)          All notices, requests, claims, demands and other communications under this Agreement shall be in writing (including a writing delivered by facsimile transmission) and shall be deemed given (i) when delivered, if sent by registered or certified mail (return receipt requested); (ii) when delivered, if delivered personally or sent by facsimile (with proof of transmission); or (iii) on the Business Day after deposit (with proof of deposit), if sent by overnight mail or overnight courier; in each case, unless otherwise specified or provided in this Agreement, to the Parties at the following addresses (or at such other address or fax number for a Party as will be specified by like notice):

As to the Company:

BRG Manager Sub, LLC

712 Fifth Avenue, 9 ^th Floor

New York, New York 10019

Attention: R. Ramin Kamfar
Email: rkamfar@bluerockre.com

With a copy to:

Kaplan Voekler Cunningham & Frank, PLC
1401 E Cary Street
Richmond, Virginia 23219
Attention: Richard P. Cunningham, Jr.
Email: rcunningham@kv-legal.com

As to Bluerock Real Estate:

Bluerock Real Estate, L.L.C.

712 Fifth Avenue, 9 ^th Floor

New York, New York 10019

Attention: Michael Konig
Email: mkonig@bluerockre.com

As to Bluerock Holdings:

Bluerock Real Estate Holdings, LLC

712 Fifth Avenue, 9 ^th Floor

New York, New York 10019

Attention: Michael Konig
Email: mkonig@bluerockre.com

(b)          The inability to deliver any notice, demand or request because the Party to whom it is properly addressed in accordance with this Section 11.3 refused delivery thereof or no longer can be located at that address shall constitute delivery thereof to such Party.

(c)          Each Party shall have the right from time to time to designate by written notice to the other Parties hereto such other person or persons and such other place or places as said Party may desire written notices to be delivered or sent in accordance herewith.

(d)          Notices and consents signed and given by an attorney for a Party shall be effective and binding upon that Party.

Section 11.5.           Amendment . Except as set forth in Sections 2.2 and 9.2(a) hereof, no provision of this Agreement or of any documents or instrument entered into, given or made pursuant to this Agreement may be amended, changed, waived, discharged or terminated except by an instrument in writing, signed by the Party against whom enforcement of the amendment, change, waiver, discharge or termination is sought.

Section 11.6.           Entire Agreement . This Agreement (and all exhibits and schedules hereto) constitutes and contains the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all prior negotiations, correspondence, understandings, agreements and contracts, whether written or oral, among the Parties respecting the subject matter hereof. No representation, promise, inducement or statement of intention has been made by any of the Parties which is not embodied in this Agreement, or in the attached schedules or the written certificates or instruments of assignment or conveyance delivered pursuant to this Agreement, and none of the Parties shall be bound by or liable for any alleged representations, promise, inducement or statement of intention not therein so set forth.

Section 11.7.           No Waiver . No failure of any Party to exercise any power given such Party hereunder or to insist upon strict compliance by the other Parties with their obligations hereunder shall constitute a waiver of any Party’s right to demand strict compliance with the terms of this Agreement.

Section 11.8.           Counterparts . This Agreement, any document or instrument entered into, given or made pursuant to this Agreement or authorized hereby, and any amendment or supplement thereto may be executed in two or more counterparts, and, when so executed, will have the same force and effect as though all signatures appeared on a single document. Any signature page of this Agreement or of such an amendment, supplement, document or instrument may be detached from any counterpart without impairing the legal effect of any signatures thereon, and may be attached to another counterpart identical in form thereto but having attached to it one or more additional signature pages. Any counterpart transmitted via email in format in portable document format (.pdf) shall be treated as originals for all purposes as to the parties so transmitting.

Section 11.9.           Payments . Except as otherwise provided herein, payment of all amounts required by the terms of this Agreement shall be made in the United States of America and in immediately available funds of the United States of America which, at the time of payment, is accepted for the payment of all public and private obligations and debts.

Section 11.10.          Successors and Assigns . This Agreement shall be binding upon and insure to the benefit of the successors and permitted assigns of the respective Parties hereto. No assignment of this Agreement, in whole or in part, shall be made without the prior written consent of the non-assigning Parties (and shall not relieve the assigning party from liability hereunder) and any purposed assignment of this Agreement in contravention of the foregoing shall be null and void ab initio.

Section 11.11.          Applicable Law; Venue .

(a)          This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without giving effect to the conflict of law rules and principles of that state. To the fullest extent permitted by Law, the Parties hereby unconditionally and irrevocably waive and release any claim that the Law of any other jurisdiction governs this Agreement.

(b)          To the maximum extent permitted by applicable Law, any legal suit, action or proceeding against any of the Parties hereto arising out of or relating to this Agreement shall be instituted in any federal or state court in New York, New York, and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of any such court in any such suit, action or proceeding. Each of the Parties hereby agrees to venue in such courts and hereby waives, to the fullest extent permitted by Law, any claim that any such action or proceeding was brought in an inconvenient forum.

(c)          Each of the Parties hereto irrevocably waives its right to a trial by jury with respect to any action, proceeding or claim arising out of or relating to this Agreement.

Section 11.12.          Construction of Agreement . The language in all parts of this Agreement shall be in all cases construed simply according to its fair meaning and not strictly for or against any of the Parties hereto. Headings at the beginning of sections of this Agreement are solely for the convenience of the Parties and are not a part of this Agreement. When required by the context, whenever the singular number is used in this Agreement, the same shall include the plural, and the plural shall include the singular, the masculine gender shall include the feminine and neuter genders, and vice versa.

Section 11.13.          Severability . If any term or provision of this Agreement is determined to be illegal, unconscionable or unenforceable, all of the other terms, provisions and sections hereof will nevertheless remain effective and be in force to the fullest extent permitted by Law.

Section 11.14.          Further Assurances . Each of the Parties agrees to execute such instruments and take such further actions after the Effective Date as may be reasonably necessary to carry out the provisions of this Agreement provided that no material additional cost or liability shall be created thereby.

Section 11.15.          No Third Party Beneficiary . It is specifically understood and agreed that no person shall be a third party beneficiary under this Agreement, and that none of the provisions of this Agreement shall be for the benefit of or be enforceable by anyone other than the Parties hereto and their assignees, and that only the Parties hereto and their permitted assignees shall have rights hereunder.

Section 11.16.          Binding Agreement . Subject to the foregoing limitations, this Agreement shall extend to, and shall bind, the respective heirs, executors, personal representatives, successors and assigns of each Company Party and each Bluerock Entity.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be duly executed on its behalf as of the day and year first above written.

[Signature Page to Administrative Services Agreement]

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 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 10.5

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 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 10.6

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 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 10.7

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 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 10.8

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 10.9

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.

(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 Service Provider 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. Service Provider 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 Service Provider 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 Service Provider and the Company and shall be made as soon as reasonably practicable following the later of Service Provider’s date of termination of service 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 Service Provider and Executive receive 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 Service Provider and Executive could have received a greater amount without resulting in any Excise Tax, then the Company shall thereafter pay Service Provider or its designee 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 Service Provider’s service relationship:

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

(iii)              Service Provider’s or 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