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.


 




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“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.


 




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“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.


 




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“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.


 




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“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.


 




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(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.


 




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(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).


 




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(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”).


 




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(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.


 




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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);


 




    	 	11	 



     


    

 


(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;


 




    	 	12	 



     


    

 


(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


 




    	 	13	 



     


    

 


(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.


 




    	 	14	 



     


    

 


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.


 




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(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).


 




    	 	16	 



     


    

 


(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.


 




    	 	17	 



     


    

 


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.


 




    	 	18	 



     


    

 


(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.


 




    	 	19	 



     


    

 


(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.


 




    	 	20	 



     


    

 


 


(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]


 




    	 	21	 



     


    

 


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


 


	 	BLUEROCK RESIDENTIAL GROWTH REIT, INC.
	 	 	 
	 	By:	/s/ R. Ramin Kamfar
	 	Name:	R. Ramin Kamfar
	 	Title:	Chairman of the Board, Chief Executive Officer, and President
	 	 	 
	 	BLUEROCK REAL ESTATE, L.L.C.
	 	 	 
	 	By:	/s/ R. Ramin Kamfar
	 	Name:	R. Ramin Kamfar
	 	Title:	Chief Executive Officer
	 	 	 
	 	THE KACHADURIAN GROUP
	 	 	 
	 	By:	/s/ Gary Kachadurian
	 	Name:	Gary Kachadurian
	 	Title:	Manager
	 	 	 
	 	KONIG & ASSOCIATES, LLC
	 	 	 
	 	By:	/s/ Michael L. Konig
	 	Name:	Michael L. Konig
	 	Title:	Managing Member
	 	 	 
	 	JENCO BUSINESS ADVISORS, INC.
	 	 	 
	 	By:	/s/ Jerold E. Novack
	 	Name:	Jerold E. Novack
	 	Title:	President
	 	 	 
	 	/s/ James G. Babb, III
	 	James G. Babb, III
	 	 
	 	/s/ Jordan B. Ruddy
	 	Jordan B. Ruddy
	 	 
	 	/s/ Ryan MacDonald
	 	Ryan MacDonald


 


[Signature Page to Stockholders Agreement]


 




    	 	 	 



     


    

 


Schedule I


 


	Holders of Registrable Shares	 	Address, E-mail Address and Fax Number
	 	 	 
	Bluerock Real Estate, L.L.C.	 	Bluerock Real Estate, L.L.C.
	 	 	712 Fifth Avenue, 9th Floor
	 	 	New York, New York 10019
	 	 	Attention: R. Ramin Kamfar
	 	 	Email: rkamfar@bluerockre.com
	 	 	 
	Konig & Associates, LLC	 	Konig & Associates, LLC
	 	 	c/o Bluerock Real Estate, L.L.C.
	 	 	712 Fifth Avenue, 9th Floor
	 	 	New York, New York 10019
	 	 	Attention: Michael L. Konig
	 	 	Email: mkonig@bluerockre.com
	 	 	 
	Jenco Business Advisors, Inc.	 	c/o Bluerock Real Estate, L.L.C.
	 	 	712 Fifth Avenue, 9th Floor
	 	 	New York, New York 10019
	 	 	Email: jnovack@bluerockre.com
	 	 	 
	The Kachadurian Group LLC	 	c/o Bluerock Real Estate, L.L.C.
	 	 	712 Fifth Avenue, 9th Floor
	 	 	New York, New York 10019
	 	 	Email: gkachadurian@bluerockre.com
	 	 	 
	James G. Babb, III	 	c/o Bluerock Real Estate, L.L.C.
	 	 	712 Fifth Avenue, 9th Floor
	 	 	New York, New York 10019
	 	 	Email: jbabb@bluerockre.com
	 	 	 
	Jordan B. Ruddy	 	c/o Bluerock Real Estate, L.L.C.
	 	 	712 Fifth Avenue, 9th Floor
	 	 	New York, New York 10019
	 	 	Email: jruddy@bluerockre.com
	 	 	 
	Ryan S. MacDonald	 	c/o Bluerock Real Estate, L.L.C.
	 	 	712 Fifth Avenue, 9th Floor
	 	 	New York, New York 10019
	 	 	Email: rmacdonald@bluerockre.com