Exhibit 4.5


 


INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION
AGREEMENT (“Agreement”) is made and entered into as of the _____ day of __________, 2014 (the “Effective
Date”), by and between Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “REIT”,
which terms shall include any entity controlled directly or indirectly by the REIT), Bluerock Residential Holdings, LP, a Delaware
limited partnership (the “Operating Partnership”) and [Party Full Name], an individual (“Indemnitee”).
The term “Company” as used in this Agreement is intended to refer to both or either of the REIT and/or
the Operating Partnership, as the context requires so as to interpret the relevant provision in such a manner as to permit the
broadest scope of allowable indemnification for Indemnitee hereunder permitted by applicable law and regulations.


 


WHEREAS, at the request
of the REIT, Indemnitee currently serves as a _________ of the REIT and may, therefore, be subjected to claims, suits or proceedings
arising as a result of his service; and


 


WHEREAS, as an inducement
to Indemnitee to continue to serve as such __________, the Company has agreed to indemnify and to advance expenses and costs incurred
by Indemnitee in connection with any such claims, suits or proceedings, to the maximum extent permitted by law; and


 


WHEREAS, the parties
by this Agreement desire to set forth their agreement regarding indemnification and advance of expenses;


 


NOW, THEREFORE, in
consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


Section 1.          Definitions.
For purposes of this Agreement:


 


(a)          “Change
in Control” means a change in control of the Company occurring after the Effective Date of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on
any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), whether or not the Company is then subject to such reporting requirement; provided, however, that, without
limitation, such a Change in Control shall be deemed to have occurred if, after the Effective Date (i) any “person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 15% or more of the combined
voting power of all of the Company’s then-outstanding securities entitled to vote generally in the election of directors
without the prior approval of at least two-thirds of the members of the board of directors of the Company (the “Board
of Directors”) in office immediately prior to such person’s attaining such percentage interest; (ii) the Company
is a party to a merger, consolidation, sale of assets, plan of liquidation or other reorganization not approved by at least two-thirds
of the members of the Board of Directors then in office, as a consequence of which members of the Board of Directors in office
immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter; or (iii) at
any time, a majority of the members of the Board of Directors are not individuals (A) who were directors as of the Effective Date
or (B) whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by
the affirmative vote of at least two-thirds of the directors then in office who were directors as of the Effective Date or whose
election for nomination for election was previously so approved.


 


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(b)          “Corporate
Status” means the status of a person as a present or former director, officer, employee or agent of the Company or
as a director, trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic
corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise that such
person is or was serving in such capacity at the request of the Company. As a clarification and without limiting the circumstances
in which Indemnitee may be serving at the request of the Company, service by Indemnitee shall be deemed to be at the request of
the Company if Indemnitee serves or served as a director, trustee, officer, partner, manager, managing member, fiduciary, employee
or agent of any corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise
(i) of which a majority of the voting power or equity interest is owned directly or indirectly by the Company or (ii) the management
of which is controlled directly or indirectly by the Company.


 


(c)          “Disinterested
Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification
and/or advance of Expenses is sought by Indemnitee.


 


(d)          “Effective
Date” means the date set forth in the first paragraph of this Agreement.


 


(e)          “Expenses”
means any and all reasonable and out-of-pocket attorneys’ fees and costs, retainers, court costs, transcript costs, fees
of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery
service fees, federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments
under this Agreement, Employee Retirement Income Security Act of 1974, as amended, excise taxes and penalties and any other disbursements
or expenses incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing
to be a witness in or otherwise participating in a Proceeding. Expenses shall also include Expenses incurred in connection with
any appeal resulting from any Proceeding including, without limitation, the premium, security for and other costs relating to any
cost bond supersedeas bond or other appeal bond or its equivalent.


 


(f)          “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither
is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either
such party (other than with respect to matters concerning Indemnitee under this Agreement or of other indemnitees under similar
indemnification agreements); or (ii) any other party to or participant or witness in the Proceeding giving rise to a claim
for indemnification or advance of Expenses hereunder. Notwithstanding the foregoing, the term “Independent Counsel”
shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict
of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.


 


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(g)          “Proceeding”
means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry,
administrative hearing or any other proceeding, whether brought by or in the right of the Company or otherwise and whether of a
civil (including intentional or unintentional tort claims), criminal, administrative or investigative (formal or informal) nature,
including any appeal therefrom. If Indemnitee reasonably believes that a given situation may lead to or culminate in the institution
of a Proceeding, such situation shall also be considered a Proceeding.


 


Section 2.          Services
by Indemnitee. Indemnitee will serve as a _______________ of the Company. However, this Agreement shall not impose any independent
obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company. This Agreement shall not be deemed
an employment contract between the Company (or any other entity) and Indemnitee.


 


Section 3.          General.
The Company shall indemnify, and advance Expenses to, Indemnitee (a) as provided in this Agreement and (b) otherwise
to the maximum extent permitted by Maryland law in effect on the Effective Date and as amended from time to time; provided, however,
that no change in Maryland law shall have the effect of reducing the benefits available to Indemnitee hereunder based on Maryland
law as in effect on the Effective Date. The rights of Indemnitee provided in this Section 3 shall include, without limitation,
the rights set forth in the other sections of this Agreement, including any additional indemnification permitted by Section 2-418(g)
of the Maryland General Corporation Law (the “MGCL”).


 


Section 4.          Standard
for Indemnification. If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made a party
to any Proceeding, Indemnitee shall be indemnified against all judgments, penalties, fines and amounts paid in settlement and all
Expenses actually and reasonably incurred by him or on his behalf in connection with any such Proceeding unless it is established
that (a) the act or omission of Indemnitee was material to the matter giving rise to the Proceeding and (i) was committed
in bad faith or (ii) was the result of active and deliberate dishonesty, (b) Indemnitee actually received an improper
personal benefit in money, property or services or (c) in the case of any criminal Proceeding, Indemnitee had reasonable cause
to believe that his conduct was unlawful.


 


Section 5.          Certain
Limits on Indemnification. Notwithstanding any other provision of this Agreement (other than Section 6), Indemnitee shall not
be entitled to:


 


(a)          indemnification
hereunder if the Proceeding was one by or in the right of the Company and Indemnitee is adjudged to be liable to the Company;


 


(b)          indemnification
hereunder if Indemnitee is adjudged to be liable on the basis that personal benefit was improperly received in any Proceeding charging
improper personal benefit to Indemnitee, whether or not involving action in the Indemnitee’s Corporate Status; or


 


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(c)          indemnification
or advance of Expenses hereunder if the Proceeding was brought by Indemnitee unless: (i) the Proceeding was brought to enforce
indemnification under this Agreement; and then only to the extent in accordance with and as authorized by Section 12 of this Agreement,
or (ii) the Company’s charter or by-laws, a resolution of the stockholders entitled to vote generally in the election
of directors or of the Board of Directors or an agreement approved by the Board of Directors to which the Company is a party expressly
provide otherwise.


 


Section 6.          Court-Ordered
Indemnification. Notwithstanding any other provision of this Agreement, a court of appropriate jurisdiction, upon application
of Indemnitee and such notice as the court shall require, may order indemnification in the following circumstances:


 


(a)          if
it determines Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order indemnification,
in which case Indemnitee shall be entitled to recover the Expenses of securing such reimbursement; or


 


(b)          if
it determines that Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether
or not Indemnitee (i) has met the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii) has been adjudged
liable for receipt of an improper personal benefit under Section 2-418(c) of the MGCL, the court may order such indemnification
as the court shall deem proper. However, indemnification with respect to any Proceeding by or in the right of the Company or in
which liability shall have been adjudged in the circumstances described in Section 2-418(c) of the MGCL shall be limited to
Expenses.


 


Section 7.          Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, and without
limiting any such provision, to the extent that Indemnitee was or is, by reason of his Corporate Status, made a party to (or otherwise
becomes a participant in) any Proceeding and is successful, on the merits or otherwise, in the defense of such Proceeding, Indemnitee
shall be indemnified for all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee
is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all
claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee under this Section 7 for all Expenses actually
and reasonably incurred by him or on his behalf in connection with each such claim, issue or matter, allocated on a reasonable
and proportionate basis. For purposes of this Section 7 and, without limitation, the termination of any claim, issue or matter
in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue
or matter.


 


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Section 8.          Advance
of Expenses for a Party. If, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be, made
a party to any Proceeding, the Company shall, without requiring a preliminary determination of Indemnitee’s ultimate entitlement
to indemnification hereunder, advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection with such Proceeding
within ten days after the receipt by the Company of a statement or statements requesting such advance or advances from time to
time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the
Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written affirmation by Indemnitee of Indemnitee’s
good faith belief that the standard of conduct necessary for indemnification by the Company as authorized by law and by this Agreement
has been met and a written undertaking by or on behalf of Indemnitee, in substantially the form attached hereto as Exhibit A
or in such form as may be required under applicable law as in effect at the time of the execution thereof, to reimburse the portion
of any Expenses advanced to Indemnitee relating to claims, issues or matters in the Proceeding as to which it shall ultimately
be established that the standard of conduct has not been met by Indemnitee and which have not been successfully resolved as described
in Section 7 of this Agreement. To the extent that Expenses advanced to Indemnitee do not relate to a specific claim, issue or
matter in the Proceeding, such Expenses shall be allocated on a reasonable and proportionate basis. The undertaking required by
this Section 8 shall be an unlimited general obligation by or on behalf of Indemnitee and shall be accepted without reference to
Indemnitee’s financial ability to repay such advanced Expenses and without any requirement to post security therefor.


 


Section 9.          Indemnification
and Advance of Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee
is or may be, by reason of his Corporate Status, made a witness or otherwise asked to participate in any Proceeding, whether instituted
by the Company or any other party, and to which Indemnitee is not a party, he shall be advanced all reasonable Expenses and indemnified
against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith within ten days after the
receipt by the Company of a statement or statements requesting any such advance or indemnification from time to time, whether prior
to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred
by Indemnitee.


 


Section 10.         Procedure
for Determination of Entitlement to Indemnification.


 


(a)          To
obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith
such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and
to what extent Indemnitee is entitled to indemnification. Indemnitee may submit one or more such requests from time to time and
at such time(s) as Indemnitee deems appropriate in his sole discretion. The officer of the Company receiving any such request from
Indemnitee shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee
has requested indemnification.


 


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(b)          Upon
written request by Indemnitee for indemnification pursuant to Section 10(a) above, a determination, if required by applicable law,
with respect to Indemnitee’s entitlement thereto shall promptly be made in the specific case: (i) if a Change in Control
shall have occurred, by Independent Counsel, in a written opinion to the Board of Directors, a copy of which shall be delivered
to Indemnitee, which Independent Counsel shall be selected by the Indemnitee and approved by the Board of Directors in accordance
with Section 2-418(e)(2)(ii) of the MGCL, which approval will not be unreasonably withheld; or (ii) if a Change in Control
shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors or,
if such a quorum cannot be obtained, then by a majority vote of a duly authorized committee of the Board of Directors consisting
solely of one or more Disinterested Directors, (B) if Independent Counsel has been selected by the Board of Directors in accordance
with Section 2-418(e)(2)(ii) of the MGCL and approved by the Indemnitee, which approval shall not be unreasonably withheld, by
Independent Counsel, in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee or (C) if
so directed by a majority of the members of the Board of Directors, by the stockholders of the Company. If it is so determined
that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination.
Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement
to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or
information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and
reasonably necessary to such determination in the discretion of the Board of Directors or Independent Counsel if retained pursuant
to clause (ii)(B) of this Section 10(b). Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity
making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement
to indemnification) and the Company shall indemnify and hold Indemnitee harmless therefrom.


 


(c)          The
Company shall pay the reasonable fees and expenses of Independent Counsel, if one is appointed.


 


Section 11.         Presumptions
and Effect of Certain Proceedings.


 


(a)          In
making any determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such
determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request
for indemnification in accordance with Section 10(a) of this Agreement, and the Company shall have the burden of proof to
overcome that presumption in connection with the making of any determination contrary to that presumption.


 


(b)          The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, upon a plea
of nolo contendere or its equivalent, or entry of an order of probation prior to judgment, does not create a presumption
that Indemnitee did not meet the requisite standard of conduct described herein for indemnification.


 


(c)          The
knowledge and/or actions, or failure to act, of any other director, officer, employee or agent of the Company or any other director,
trustee, officer, partner, manager, managing member, fiduciary, employee or agent of any other foreign or domestic corporation,
partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise shall not be imputed to
Indemnitee for purposes of determining any other right to indemnification under this Agreement.


 


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Section 12.         Remedies
of Indemnitee.


 


(a)          If
(i) a determination is made pursuant to Section 10(b) of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advance of Expenses is not timely made pursuant to Section 8 or Section 9 of this Agreement, (iii) no
determination of entitlement to indemnification shall have been made pursuant to Section 10(b) of this Agreement within thirty
(30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant
to Section 7 or Section 9 of this Agreement within ten days after receipt by the Company of a written request therefor, or (v) payment
of indemnification pursuant to any other section of this Agreement or the charter or Bylaws of the Company is not made within ten
days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication
in an appropriate court located in the State of Maryland, or in any other court of competent jurisdiction, of his entitlement to
such indemnification or advance of Expenses. Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted
by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence
a proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has
the right to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not
apply to a proceeding brought by Indemnitee to enforce his rights under Section 7 of this Agreement. Except as set forth herein,
the provisions of Maryland law (without regard to its conflicts of laws rules) shall apply to any such arbitration. The Company
shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


 


(b)          In
any judicial proceeding or arbitration commenced pursuant to this Section 12, Indemnitee shall be presumed to be entitled
to indemnification or advance of Expenses, as the case may be, under this Agreement and the Company shall have the burden of proving
that Indemnitee is not entitled to indemnification or advance of Expenses, as the case may be. If Indemnitee commences a judicial
proceeding or arbitration pursuant to this Section 12, Indemnitee shall not be required to reimburse the Company for any advances
pursuant to Section 8 of this Agreement until a final determination is made with respect to Indemnitee’s entitlement to indemnification
(as to which all rights of appeal have been exhausted or lapsed). The Company shall, to the fullest extent not prohibited by law,
be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures
and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such
arbitrator that the Company is bound by all of the provisions of this Agreement.


 


(c)          If
a determination shall have been made pursuant to Section 10(b) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12,
absent a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification.


 


(d)          In
the event that Indemnitee is successful, pursuant to this Section 12, in seeking a judicial adjudication of or an award in arbitration
to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from
the Company, and shall be indemnified by the Company for, any and all Expenses actually and reasonably incurred by him in such
judicial adjudication or arbitration. If it shall be determined in such judicial adjudication or arbitration that Indemnitee is
entitled to receive part but not all of the indemnification or advance of Expenses sought, the Expenses incurred by Indemnitee
in connection with such judicial adjudication or arbitration shall be appropriately prorated.


 


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(e)          Interest
shall be paid by the Company to Indemnitee at the maximum rate allowed to be charged for judgments under the Courts and Judicial
Proceedings Article of the Annotated Code of Maryland for amounts which the Company pays or is obligated to pay for the period
commencing with the date on which the Company was requested to advance expenses in accordance with Section 8 or Section 9 of this
Agreement or to make the determination of entitlement to indemnification under Section 10(b) of this Agreement and ending on the
date such payment is made to Indemnitee by the Company.


 


Section 13.         Defense
of the Underlying Proceeding.


 


(a)          Indemnitee
shall notify the Company promptly in writing upon being served with any summons, citation, subpoena, complaint, indictment, request
or other document relating to any Proceeding which may result in the right to indemnification or the advance of Expenses hereunder
and shall include with such notice a description of the nature of the Proceeding and a summary of the facts underlying the Proceeding.
The failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right
of Indemnitee, to indemnification or the advance of Expenses under this Agreement unless the Company’s ability to defend
in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, and then only
to the extent the Company is thereby actually so prejudiced.


 


(b)          Subject
to the provisions of the last sentence of this Section 13(b) and of Section 13(c) below, the Company shall have the right
to defend Indemnitee in any Proceeding which may give rise to indemnification hereunder; provided, however, that the Company shall
notify Indemnitee of any such decision to defend within 15 calendar days following receipt of notice of any such Proceeding under
Section 13(a) above. The Company shall not, without the prior written consent of Indemnitee, which shall not be unreasonably
withheld or delayed, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes
an admission of fault of Indemnitee, (ii) does not include, as an unconditional term thereof, the full release of Indemnitee
from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory to Indemnitee
or (iii) would impose any Expense, judgment, fine, penalty or limitation on Indemnitee. This Section 13(b) shall not
apply to a Proceeding brought by Indemnitee under Section 12 of this Agreement.


 


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(c)          Notwithstanding
the provisions of Section 13(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate
Status, (i) Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Company, which approval shall
not be unreasonably withheld, that he may have separate defenses or counterclaims to assert with respect to any issue which may
not be consistent with other defendants in such Proceeding, (ii) Indemnitee reasonably concludes, based upon an opinion of
counsel approved by the Company, which approval shall not be unreasonably withheld, that an actual or apparent conflict of interest
or potential conflict of interest exists between Indemnitee and the Company, or (iii) if the Company fails to assume the defense
of such Proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee’s
choice, subject to the prior approval of the Company, which shall not be unreasonably withheld, and Indemnitee shall be indemnified,
or reimbursed (as applicable) by the Company for the costs, expenses and fees associated therewith in accordance with the terms
and conditions of this Agreement. In addition, if the Company fails to comply with any of its obligations under this Agreement
or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes
any Proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall
have the right to retain counsel of Indemnitee’s choice, subject to the prior approval of the Company, which shall not be
unreasonably withheld, at the expense of the Company (subject to Section 12(d) of this Agreement), to represent Indemnitee
in connection with any such matter.


 


Section 14.         Section
409A Compliance.


 


(a)          This
Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code (“Section 409A”)
and regulations promulgated thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with
Section 409A or to the extent any provision in this Agreement must be modified to comply with Section 409A (including, without
limitation, Treasury Regulation 1.409A-3(c)), such provision shall be read, or shall be modified (with the mutual consent of the
parties, which consent shall not be unreasonably withheld), as the case may be, in such a manner so that all payments due under
this Agreement shall 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 Indemnitee, directly or indirectly, designate the calendar year of payment.


 


(b)          All
reimbursements provided under this Agreement 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 Indemnitee’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 calendar 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.


 


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Section 15.         Non-Exclusivity;
Survival of Rights; Subrogation.


 


(a)          The
rights of indemnification and advance of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights
to which Indemnitee may at any time be entitled under applicable law, the charter or Bylaws of the Company, any agreement or a
resolution of the stockholders entitled to vote generally in the election of directors or of the Board of Directors, or otherwise.
No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee
under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment,
alteration or repeal, regardless of whether a claim with respect to such action or inaction is raised prior or subsequent to such
amendment, alteration or repeal. No right or remedy herein conferred is intended to be exclusive of any other right or remedy,
and every other right or remedy shall be cumulative and in addition to every other right or remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion of any right or remedy hereunder, or otherwise, shall not prohibit the
concurrent assertion or employment of any other right or remedy.


 


(b)          In
the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including
execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.


 


Section 16.         Insurance.
The Company will use its reasonable best efforts to acquire and maintain directors and officers liability insurance, on terms and
conditions deemed appropriate by the Board of Directors, with the advice of counsel, covering Indemnitee or any claim made against
Indemnitee by reason of his Corporate Status and covering the Company for any indemnification or advance of Expenses made by the
Company to Indemnitee for any claims made against Indemnitee by reason of his Corporate Status. Without in any way limiting any
other obligation under this Agreement, the Company shall indemnify Indemnitee for any payment by Indemnitee arising out of the
amount of any deductible or retention and the amount of any excess of the aggregate of all judgments, penalties, fines, settlements
and Expenses incurred by Indemnitee in connection with a Proceeding over the coverage of any insurance referred to in the previous
sentence. The purchase, establishment and maintenance of any such insurance shall not in any way limit or affect the rights or
obligations of the Company or Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery
of this Agreement by the Company and the Indemnitee shall not in any way limit or affect the rights or obligations of the Company
under any such insurance policies. If, at the time the Company receives notice from any source of a Proceeding to which Indemnitee
is a party or a participant (as a witness or otherwise) the Company has director and officer liability insurance in effect, the
Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective
policies.


 


Section 17.         Coordination
of Payments. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable or
payable or reimbursable as Expenses hereunder if and to the extent that Indemnitee has otherwise actually received such payment
under any insurance policy, contract, agreement or otherwise.


 


Section 18.         Reports
to Stockholders. To the extent required by the MGCL, the Company shall report in writing to its stockholders the payment of
any amounts for indemnification of, or advance of Expenses to, Indemnitee under this Agreement arising out of a Proceeding by or
in the right of the Company with the notice of the meeting of stockholders of the Company next following the date of the payment
of any such indemnification or advance of Expenses or prior to such meeting.


 


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Section 19.         Joint
and Several Liability. The REIT and the Operating Partnership each agree to be held jointly and severally liable for their
obligations under this Agreement.


 


Section 20.         Duration
of Agreement; Binding Effect.


 


(a)          This
Agreement shall continue until and terminate on the later of (i) the date that Indemnitee shall have ceased to serve as a
director, officer, employee or agent of the Company or as a director, trustee, officer, partner, manager, managing member,
fiduciary, employee or agent of any other foreign or domestic corporation, real estate investment trust, partnership, limited
liability company, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity
at the request of the Company and (ii) the date that Indemnitee is or may no longer be subject to any actual or possible Proceeding
(including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement).


 


(b)          The
indemnification and advance of Expenses provided by, or granted pursuant to, this Agreement shall be binding upon and be enforceable
by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger,
consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee
who has ceased to be a director, officer, employee or agent of the Company or a director, trustee, officer, partner, manager, managing
member, fiduciary, employee or agent of any other foreign or domestic corporation, partnership, limited liability company, joint
venture, trust, employee benefit plan or other enterprise that such person is or was serving in such capacity at the request of
the Company, and shall inure to the benefit of Indemnitee and his spouse, assigns, heirs, devisees, executors and administrators
and other legal representatives.


 


(c)          The
Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all,
substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance
satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform if no such succession had taken place.


 


(d)          The
Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate,
impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the
parties hereto agree that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof,
without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance,
Indemnitee shall not be precluded from seeking or obtaining any other relief to which he may be entitled. Indemnitee shall further
be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions
and permanent injunctions, without the necessity of posting bonds or other undertakings in connection therewith. The Company acknowledges
that, in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court, and the Company hereby waives
any such requirement of such a bond or undertaking.


 


Indemnification Agreement – [Party Name]


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Section 21.         Severability.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation,
each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal
or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and
shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed
to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to
the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph
or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.


 


Section 22.         Identical
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to
be an original but all of which together shall constitute one and the same Agreement. One such counterpart signed by the party
against whom enforceability is sought shall be sufficient to evidence the existence of this Agreement.


 


Section 23.         Headings.
The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction thereof.


 


Section 24.         Modification
and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both
of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


Section 25.         Notices.
All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given
if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed,
(ii) delivered by Federal Express or other nationally recognized overnight delivery service, on the first business day after
the date on which it is deposited, or (iii) mailed by certified or registered mail with postage prepaid, on the third business
day after the date on which it is so mailed:


 


(a)          If
to Indemnitee, to the address set forth on the signature page hereto.


 


Indemnification Agreement – [Party Name]


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(b)          If
to the Company, to:


 


712 Fifth Avenue, 9th Floor


New York, New York 10019


Attn: R. Ramin Kamfar


 


or to such other address as may have been furnished in writing
to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.


 


Section 26.         Governing
Law. The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of
the State of Maryland, without regard to its conflicts of laws rules.


 


Section 27.         Miscellaneous.
Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.


 


[SIGNATURE PAGES FOLLOW]


 


Indemnification Agreement – [Party Name]


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


 


	 	REIT:	 	 
	 	 	 	 
	 	BLUEROCK RESIDENTIAL GROWTH REIT, INC., a Maryland corporation
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	 	OPERATING PARTNERSHIP
	 	 
	 	BLUEROCK RESIDENTIAL HOLDINGS, LP, a Delaware limited partnership
	 	 	 	 
	 	By:	Bluerock Residential Growth REIT, Inc., a Maryland corporation
	 	Its:	General Partner
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Its:	 
	 	 	 	 
	 	INDEMNITEE:
	 	 	 	 
	 	 	 	 
	 	[Party Full Name], an individual
	  	 	 	 
	 	 	 	 
	 	Address:	 
	 	 	 
	 	 	 


 


Indemnification Agreement – [Party Name]


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    	Signature Page



    	 



    

 


EXHIBIT A


 


FORM OF
UNDERTAKING TO REPAY EXPENSES ADVANCED


 


The Board of Directors of Bluerock Residential Growth REIT,
Inc.


 


Re: Undertaking to Repay Expenses Advanced


 


Ladies and Gentlemen:


 


This undertaking is being provided pursuant
to that certain Indemnification Agreement dated the _____ day of ______________, 20____, by and between Bluerock Residential Growth
REIT, Inc., a Maryland corporation (the “Company”), and the undersigned Indemnitee (the “Indemnification Agreement”),
pursuant to which I am entitled to advance of Expenses in connection with [Description of Proceeding] (the “Proceeding”).


 


Terms used herein and not otherwise defined
shall have the meanings specified in the Indemnification Agreement.


 


I am subject to the Proceeding by reason
of my Corporate Status or by reason of alleged actions or omissions by me in such capacity. I hereby affirm my good faith belief
that at all times, insofar as I was involved as [a director and/or an officer] of the Company, in any of the facts or events
giving rise to the Proceeding, I (1) did not act with bad faith or active or deliberate dishonesty, (2) did not receive
any improper personal benefit in money, property or services and (3) in the case of any criminal proceeding, had no reasonable
cause to believe that any act or omission by me was unlawful.


 


In consideration of the advance of Expenses
by the Company for reasonable attorneys’ fees and related Expenses incurred by me in connection with the Proceeding (the
“Advanced Expenses”), I hereby agree that if, in connection with the Proceeding, it is established that (1) an
act or omission by me was material to the matter giving rise to the Proceeding and (a) was committed in bad faith or (b) was
the result of active and deliberate dishonesty or (2) I actually received an improper personal benefit in money, property
or services or (3) in the case of any criminal proceeding, I had reasonable cause to believe that the act or omission was
unlawful, then I shall promptly reimburse the portion of the Advanced Expenses relating to the claims, issues or matters in the
Proceeding as to which the foregoing findings have been established and which have not been successfully resolved as described
in Section 7 of the Indemnification Agreement. To the extent that Advanced Expenses do not relate to a specific claim, issue or
matter in the Proceeding, I agree that such Expenses shall be allocated on a reasonable and proportionate basis.


 


IN WITNESS WHEREOF, I have executed this
Affirmation and Undertaking on this ___ day of ____________________, 20____.


 


	 	 


 


Indemnification Agreement – [Party Name]


BRG


 




    	Exhibit “A”