Exhibit 4.40


 


Lock-up Agreement


 


October 2, 2014


 


Wunderlich Securities, Inc.


 


2200 Clarendon Boulevard


Arlington, VA 22201


 


As Representative of the Several Underwriters


 


Dear Ladies and Gentlemen:


 


As an inducement to the
Underwriters to execute the Underwriting Agreement (the “Underwriting Agreement”), by and among Bluerock Residential
Growth REIT, Inc., a Maryland corporation (the “Company”), Bluerock Multifamily Holdings, L.P., a Delaware limited
partnership (the “Operating Partnership”) and BRG Manager, LLC, a Delaware limited liability company (the “Manager”)
on the one hand and Wunderlich Securities, Inc., as representative of the several underwriters named in Schedule A to the Underwriting
Agreement (the “Representative”) on the other hand, pursuant to which an offering will be made for the Class
A shares of common stock of the Company, par value $0.01 per share (the “Common Shares”), the undersigned hereby
agrees that during the period specified in the following paragraph (the “Lock-Up Period”), the undersigned will
not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of common stock or securities
convertible into or exchangeable or exercisable for any shares of common stock (including common and special units of partnership
interest in the Operating Partnership, the “Common Stock”), enter into a transaction which would have the same
effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences
of ownership of the Common Stock, whether any such aforementioned transaction is to be settled by delivery of the Common Stock
or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition,
or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the
Representative. In addition, the undersigned agrees that, without the prior written consent of the Representative, it will not,
during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Common Stock or any
security convertible into or exercisable or exchangeable for the Common Stock.


 


The “Lock-Up Period”
will commence on the date of this Lock-Up Agreement and continue and include the date 120 days after the public offering date set
forth on the final prospectus used to sell the Common Stock (the “Public Offering Date”) pursuant to the Underwriting
Agreement; provided, however, that (subject to the second succeeding paragraph) if (1) during the last 17 days of
the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company
occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results
during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be
extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of
the material news or material event, as applicable, unless the Representative waives, in writing, such extension.


 




    	 



    	 



    

  


The undersigned agrees
that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Lock-Up Agreement during
the period from the date of this Lock-Up Agreement to and including the 34th day following the expiration of the initial Lock-Up
Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has
received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph)
has expired.


 


A transfer of Common Stock
to a partner, member, family member or trust may be made, provided, that (i) such transfer shall not involve a disposition for
value, (ii) the transferee agrees to be bound in writing by the terms of this Agreement prior to such transfer, and (iii) no filing
or public announcement by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended,
or otherwise shall be required or shall be voluntarily made in connection with such transfer (other than a filing on a Form 5 made
after the expiration of the Lock-Up Period).


 


In furtherance of the foregoing,
the transfer agent and registrar is hereby authorized to decline to make any transfer of shares of Common Stock if such transfer
would constitute a violation or breach of this Agreement.


 


This Agreement shall be
binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall
lapse and become null and void if the Public Offering Date shall not have occurred on or before October 2, 2014 or if the Company
notifies the Representative in writing that it has elected not to proceed with a public offering of shares of Common Stock. This
agreement shall be governed by, and construed in accordance with, the laws of the State of New York.


 








	 	Very truly yours,
	 	 
	 	Bluerock Residential Holdings, L.P.,
	 	a Delaware limited partnership
	 	 
	 	 	By:	Bluerock Residential Growth REIT, Inc.,
	 	 	 	a Maryland corporation,
	 	 	 	its general partner
	 	 	 	 	 
	 	 	 	By:	/s/ Michael L. Konig
	 	 	 	Name:	Michael L. Konig
	 	 	 	Title:	Chief Operating Officer, Secretary

 and General Counsel