SECOND AMENDMENT TO 


THIRD AMENDED AND RESTATED ADVISORY
AGREEMENT


 


This Second Amendment
to Third Amended and Restated Advisory Agreement (this “First Amendment”) is adopted, executed and agreed to
effective as of March 26, 2014, by and among Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “Corporation”),
Bluerock Residential Holdings, LP, a Delaware limited partnership (the “Operating Partnership”), and Bluerock
Multifamily Advisor, LLC, a Delaware limited liability company (the “Advisor”). Undefined terms used herein
shall have the meaning ascribed to them in the Agreement (as defined below).


 


WITNESSETH :


 


WHEREAS, the Corporation,
the Operating Partnership and the Advisor are parties to that certain Third Amended and Restated Advisory Agreement dated February
27, 2013, a copy of which is attached hereto as Exhibit A, as amended by that certain First Amendment dated effective as
of October 14, 2013, a copy of which is attached hereto as Exhibit B (collectively, the “Agreement”),
pursuant to which the Advisor is entitled to certain fees in exchange for providing to the Corporation and the Operating Partnership
potential investment opportunities and a continuing and suitable investment program consistent with the investment objectives and
policies of the Corporation.


 


WHEREAS, the Board
of Directors of the Corporation is exploring strategic alternatives, including the possibility of a public offering of shares of
its Common Stock and listing on a national securities exchange (the “Public Offering”).


 


WHEREAS, pursuant to
Section 9(a) of the Agreement, the Advisor is entitled to receive certain acquisition fees in connection with acquisitions by the
Company, substantially concurrently with the completion of the Public Offering, of additional real estate investments (the “Acquisition
Fees”).


 


WHEREAS, the Advisor
has agreed to receive the Acquisition Fees in the form of LTIP units, a class of partnership units in the Operating Partnership
(“LTIP Units”).


 


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


 


1.             Section
9(a) of the Agreement is hereby amended by adding the following sentence as the last sentence thereto:


 


“The Acquisition
Fee shall be payable in the form of LTIP units, a class of partnership units in the Operating Partnership (“LTIP Units”).”


 


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


 


[SIGNATURES ON FOLLOWING
PAGE]


 




    	 



    	 



    

 


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


 


	 	BLUEROCK RESIDENTIAL GROWTH REIT, INC.,
	 	a Maryland corporation
	 	 	 
	 	By:	/s/ Michael L. Konig 
	 	Name:	Michael L. Konig 
	 	Title:	General Counsel
	 	 	 
	 	BLUEROCK RESIDENTIAL HOLDINGS, LP,
	 	a Delaware limited partnership
	 	 	 
	 	By:	Bluerock Residential Growth REIT, Inc.,
	 	 	its General Partner
	 	 	 
	 	 	By:	/s/ Michael L. Konig
	 	 	Name:	Michael L. Konig
	 	 	Title:	General Counsel 
	 	 	 
	 	BLUEROCK MULTIFAMILY ADVISOR, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Michael L. Konig 
	 	Name:	Michael L. Konig
	 	Title:	General Counsel  


 




    	 



    	 



    

 


EXHIBIT A


 


Third Amended and Restated Advisory Agreement


 


[SEE ATTACHED]


 




    	 



    	 



    

 


EXHIBIT B


 


First Amendment to Third Amended and
Restated Advisory Agreement 


 


[SEE ATTACHED]