Exhibit 10.1


 





THIRD AMENDMENT TO


MANAGEMENT AGREEMENT


 


This Third Amendment
to Management Agreement (this “Third Amendment”) is adopted, executed and agreed to as of November 10, 2015,
by and among Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “Company”), Bluerock Residential
Holdings, LP, a Delaware limited partnership (the “Operating Partnership”), and BRG Manager, LLC, a Delaware
limited liability company (the “Manager”). Undefined terms used herein shall have the meaning ascribed to them
in the Agreement (as defined below).


 


W I T N E S S E T H :


 


WHEREAS, the
Company, the Operating Partnership and the Manager are parties to that certain Management Agreement dated April 2, 2014, as amended
by that certain First Amendment to Management Agreement dated February 11, 2015 and that certain Second Amendment to Management
Agreement dated August 6, 2015 (collectively, the “Management Agreement”), a copy of which is attached hereto
as Exhibit A, pursuant to which the Manager is entitled to certain fees in exchange for providing to the Company and the
Operating Partnership potential investment opportunities and a continuing and suitable investment program consistent with the investment
objectives and policies of the Company, and to reimbursement by the Company for certain costs and expenses incurred by the Manager
on behalf of the Company.


 


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


 


1.           
Section 7(c) of the Agreement is hereby deleted in its entirety and replaced with the following paragraph immediately below:


 


“(c) Costs
and expenses incurred by the Manager on behalf of the Company (collectively, “Reimbursable Expenses”) shall
be reimbursed to the Manager in arrears, which payments shall be made, at the election of the Board in advance of each quarter,
either (i) in monthly installments, in cash, or (ii) in quarterly installments, in LTIP Units.  On or prior to the last
day of each quarter, the Board shall determine whether payment of Reimbursable Expenses for the following quarter will be
made monthly in cash, or as a single payment in LTIP Units following the end of the following quarter; provided, however, that
at any time during the fourth quarter of 2015 (“Q4 2015”), the Board may, by Board resolution, elect to pay
Reimbursable Expenses for Q4 2015, if any, as a single payment in LTIP Units following the end of Q4 2015. The Manager
shall prepare a written statement in reasonable detail documenting the costs and expenses of the Company and those incurred by
the Manager on behalf of the Company during each month, and shall deliver such written statement to the Company within thirty (30) days
after the end of each month. For any quarter for which the Board has elected to pay Reimbursable Expenses monthly in cash, the
Company shall pay all Reimbursable Expenses in cash within five (5) Business Days after the receipt of each written statement
without demand, deduction, offset or delay. For any quarter for which the Board has elected to pay Reimbursable Expenses as a single,
quarter-end payment in LTIP Units, the Company shall pay all Reimbursable Expenses in LTIP Units within five (5) Business
Days after the receipt of the written statement for the last month of such quarter, without demand, deduction, offset or delay.
If applicable, the number of LTIP Units payable pursuant to this Section 7(c) to be issued to the Manager will be calculated
in accordance with Section 6(f) in the same manner as calculated for the Incentive Fee. The amount of Reimbursable Expenses payable
to the Manager shall be subject to adjustment at the end of each calendar year in connection with the annual audit of the Company.
The provisions of this Section 7 shall survive the expiration or earlier termination of this Agreement to the extent
such Reimbursable Expenses have previously been incurred or are incurred in connection with such expiration or termination.”



 


2.           All other
provisions of the Management Agreement, as hereby amended, except as superseded by or inconsistent with this Amendment, shall continue
to be in full force and effect.


 


[SIGNATURES ON FOLLOWING
PAGE]


 




     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Third Amendment effective as of the date first set forth above.


 


 





	 	BLUEROCK
    RESIDENTIAL GROWTH REIT, INC.,	 
	 	a
    Maryland corporation	 
	 	 	 	 	 
	 	 	 	 	 
	 	By: 	/s/
    Michael L. Konig	 
	 	Name: 	Michael
    L. Konig	 
	 	Title:
      	Chief
    Operating Officer, Secretary and General Counsel	 
	 	 	 	 	 
	 	 	 	 	 
	 	BLUEROCK
    RESIDENTIAL HOLDINGS, LP,	 
	 	a
    Delaware limited partnership	 
	 	 	 	 	 
	 	By:	Bluerock
    Residential Growth REIT, Inc.,	 
	 	 	its
    General Partner	 
	 	 	 	 	 
	 	 	By:	/s/
    Michael L. Konig	 
	 	 	Name:	Michael
    L. Konig   	 
	 	 	Title:	Chief Operating Officer, Secretary
    and General Counsel	 
	 	 	 	 	 
	 	 	 	 	 
	 	BRG
    MANAGER, LLC,	 
	 	a
    Delaware limited liability company	 
	 	 	 	 	 
	 	By:	Bluerock
    Real Estate, L.L.C.	 
	 	 	its
    Manager	 
	 	 	 	 	 
	 	 	By:	/s/
    Jordan Ruddy	
	 	 	Name:	Jordan
    Ruddy	
	 	 	Title:	President	










 




     


     


    

  


EXHIBIT
A


 


Management
Agreement


 


 


[SEE
ATTACHED]