REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of April 2, 2014, is made and entered into by and among Bluerock
Residential Growth REIT, Inc., a Maryland corporation (the “Company”), BR-NPT Springing Entity, LLC (“NPT
SE”), a Delaware limited liability company, and Bluerock Property Management, LLC, a Michigan limited liability company
(“NPT Manager”). NPT SE and NPT Manager are each referred to herein as a “Holder”
and collectively as the “Holders.” Capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in Section 1.


 


 WHEREAS, Bluerock
Residential Holdings, L.P., a Delaware limited partnership (“Bluerock OP”), and NPT SE have entered into
a contribution agreement (the “Contribution Agreement”), pursuant to which NPT SE has contributed all
of its right, title and interest in the Property for operating partnership units of Bluerock OP (“OP Units”)
redeemable for cash or exchangeable, at the Company’s option, for shares of the Company’s Class A common stock (“Class
A Common Stock”) on a one-for-one basis, in accordance with the terms of the Partnership Agreement; and


 


WHEREAS, pursuant to
the terms of certain management arrangements between NPT SE and NPT Manager, NPT Manager was entitled to a disposition fee upon
any disposition of an interest in the Property by NPT SE; and


 


WHEREAS, in lieu of
the payment of the disposition fee payable to NPT Manager in cash, NPT SE determined to have a portion of the OP Units issuable
to it under the Contribution Agreement issued to NPT Manager as payment of the disposition fee and NPT Manager agreed to accept
the OP Units in lieu of cash; and


 


 WHEREAS, the
Company desires to enter into this Agreement with the Holders in order to grant the Holders the registration rights contained herein;
and


 


WHEREAS, NPT SE contributed
the Property to Bluerock OP in consideration of receiving and NPT Manager’s receipt of, among other things, the registration
rights set forth herein.


 


 NOW, THEREFORE,
in consideration of the premises and the mutual promises and covenants contained in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


 Section 1.
Definitions. As used in this Agreement, the following terms shall have the following meanings:


 


“Affiliate”
shall mean, when used with reference to a specified Person, (i) any Person that directly or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the specified Person; (ii) any Person who, from time to time, is a
member of the immediate family of a specified Person; (iii) any Person who, from time to time, is an officer or director or manager
of a specified Person; or (iv) any Person who, directly or indirectly, is the beneficial owner of 50% or more of any class of equity
securities or other ownership interests of the specified Person, or of any Person of which the specified Person is directly or
indirectly the owner of 50% or more of any class of equity securities or other ownership interests.


 


“Agreement”
shall mean this Registration Rights Agreement as originally executed and as amended, supplemented or restated from time to time.


 


“Bluerock
OP” has the meaning set forth in the Recitals hereto.


 


“Board”
shall mean the Board of Directors of the Company and any successor governing body of the Company or any successor of the Company.
 


 


“Business
Day” shall mean each day other than a Saturday, a Sunday or any other day on which banking institutions in the State
of New York are authorized or obligated by law or executive order to be closed.


 




    	 



    	 



    

 


“Class
A Common Stock” shall have the meaning set forth in the Recitals hereto.


 


“Commission”
shall mean the United States Securities and Exchange Commission and any successor thereto.


 


“Company”
shall have the meaning set forth in the introductory paragraph hereof and
includes the Company’s successors by merger, acquisition, reorganization or otherwise.


 


“Continuous
Offering Registration Statement” shall have the meaning set forth in Section 2(a) hereof.


 


“Contribution
Agreement” shall have the meaning set forth in the Recitals hereto.


 


“Control”
(including the terms “Controlling,” “Controlled by” and “under
common Control with”) shall mean the possession, direct or indirect, of the power to direct or cause the direction
of the management and policies of a Person through the ownership of Voting Power, by contract or otherwise.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended (or any corresponding provision of succeeding law),
and the rules and regulations thereunder.


 


“Holder”
and “Holders” have the meanings set forth in the introductory paragraph above.


 


“NPT Manager”
has the meaning set forth in the introductory paragraph above.


 


“NPT SE”
has the meaning set forth in the introductory paragraph above.


 


“Offering”
means the firmly underwritten public offering by the Company of shares of its Class A Common Stock registered with the Commission
with Registration No. 333-192610.


 


“OP Units”
shall have the meaning set forth in the Recitals hereto.


 


“Partnership
Agreement” means the Second Amended and Restated Agreement of Limited Partnership of Bluerock OP, dated as of April
2, 2014, as the same may be amended, modified or restated from time to time.


 


“Person”
shall mean any individual, partnership, corporation, limited liability company, joint venture, association, trust, unincorporated
organization or other governmental or legal entity.


 


“Piggy-Back
Registration” shall have the meaning set forth in Section 2(c) hereof.


 


“Property”
means that certain multi-family apartment complex containing 313 residential apartment units, commonly known as North Park Towers
located in the City of Southfield, Oakland County, Detroit MSA.


 


“Registrable
Securities” shall mean, at any time, a class of equity securities of the Company or of a successor to the entire
business of the Company which (i) are the shares of Class A Common Stock that may be acquired by each Holder in connection with
the exercise by such Holder of the exchange rights associated with the OP Units and (ii) are of a class of securities that are
listed for trading on a national securities exchange; provided, however, such Registrable Securities shall cease
to be Registrable Securities when (A) a registration statement with respect to the sale of such Registrable Securities shall have
been declared effective by the Commission and all such Registrable Securities shall have been disposed of in accordance with such
registration statement, (B) such Registrable Securities shall have been sold in accordance with Rule 144 (or any successor provision)
under the Securities Act, (C) such Registrable Securities become eligible to be publicly sold without limitation as to amount or
manner of sale pursuant to Rule 144 (or any successor provision) under the Securities Act, (D) such Registrable Securities have
ceased to be outstanding, or (E) such Registrable Securities have otherwise been transferred in a transaction that constitutes
a sale thereof under the Securities Act, the Company has delivered to the Holder’s transferee a new certificate or other
evidence of ownership for such shares not bearing the Securities Act restricted stock legend and such shares may subsequently be
resold or otherwise transferred by such transferee without registration under the Securities Act.


 




    	 



    	 



    

 


“Registration
Expenses” shall mean (i) the fees and disbursements of counsel and independent public accountants for the Company
incurred in connection with the Company’s performance of or compliance with this Agreement, including the expenses of any
special audits or “comfort” letters required by or incident to such performance and compliance, and any premiums and
other costs of policies of insurance obtained by the Company against liabilities arising out of the sale of any securities and
(ii) all registration, filing and stock exchange fees, all fees and expenses of complying with securities or “blue sky”
laws, all fees and expenses of custodians, transfer agents and registrars, all printing expenses, messenger and delivery expenses;
provided, however, Registration Expenses shall not include any out-of-pocket expenses of the Holders, transfer taxes,
underwriting or brokerage commissions or discounts associated with effecting any sales of Registrable Securities that may be offered,
or legal expenses of any Holder or group of Holders, which expenses shall be borne by each Holder of Registrable Securities on
a pro rata basis with respect to the Registrable Securities so sold.


 


“Rule 144”
shall mean Rule 144 promulgated by the Commission under the Securities Act.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended (or any successor corresponding provision of succeeding law),
and the rules and regulations thereunder.


 


“Stand-Off
Period” shall have the meaning set forth in Section 6 hereof.


 


“Voting
Power” shall mean voting securities or other voting interests ordinarily (and apart from rights accruing under special
circumstances) having the right to vote in the election of board members or Persons performing substantially equivalent tasks and
responsibilities with respect to a particular entity.


 


Section 2. Continuous Offering Registration;
Piggy-Back Registration.  


 


(a)
Continuous Offering Registration. The Company agrees to prepare and file with the Commission not
earlier than the first anniversary of the initial closing of the Offering and no later than 30 business days following the first
anniversary of the initial closing of the Offering a
registration statement under Rule 415 of the Securities Act or any successor rule thereto for the offering on a continuous or delayed
basis in the future covering resales of the Registrable Securities (the “Continuous Offering Registration Statement”),
and will use commercially reasonable efforts to cause such Continuous Offering Registration Statement to be declared effective
by the Commission as soon as practicable thereafter. The Continuous Offering Registration Statement shall be on an appropriate
form, as determined by the Company, and the Continuous Offering Registration Statement and any form of prospectus included therein
(or prospectus supplement relating thereto) shall reflect the plan of distribution or method of sale as the Holders may from time
to time specify in a notice to the Company.  In the event that the Company fails to file, or if filed fails to maintain the
effectiveness of, a Continuous Offering Registration Statement, the Holders may participate in a Piggy-Back Registration pursuant
to Section 2(c) hereof, subject to the limitations set forth herein; provided that, if and so long as a Continuous
Offering Registration Statement is on file and effective, then the Company shall have no obligation to allow participation in a
Piggy-Back Registration. 


 


(b) Effectiveness.
The Company shall use commercially reasonable efforts to keep the Continuous Offering Registration Statement continuously effective
for the period beginning on the date on which the Continuous Offering Registration Statement is declared effective and ending on
the date that all of the Registrable Securities registered under the Continuous Offering Registration Statement cease to be Registrable
Securities. During the period that the Continuous Offering Registration Statement is effective, the Company shall supplement or
make amendments to the Continuous Offering Registration Statement, as required by the Securities Act or other law, including to
reflect any specific plan of distribution or method of sale, and shall use its commercially reasonable efforts to have such supplements
and amendments declared effective, if required, as soon as practicable after filing.


 




    	 



    	 



    

 


(c) Piggy-Back Registration.
Subject to Section 2(a) hereof, if the Company proposes to file a registration statement under the Securities Act with
respect to an underwritten equity offering by the Company, in an amount of at least Thirty Million Dollars ($30,000,000) for its
own account or for the account of any of its security holders of any class of security (other than (i) any registration statement
filed by the Company under the Securities Act relating to an offering of Class A Common Stock for its own account as a result of
the exercise of the exchange rights set forth in the Partnership Agreement, (ii) any registration statement filed in connection
with a demand registration right, (iii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted
by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing
securities holders), or (iv) any registration statement filed prior to the first anniversary of the initial closing of the Offering,
then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less
than ten (10) days before the anticipated filing date), and such notice shall offer the Holders the opportunity to register
such number of shares of Registrable Securities as each such Holder may request (a “Piggy-Back Registration”);
provided, however, that in no event shall the Company be required to register in a Piggy-Back Registration any Registrable Securities
registered pursuant to an effective, or filed but not yet effective, Continuous Offering Registration Statement. The Company shall
use its commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to
permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions
as any similar securities of the Company included therein.


 


(d) Reduction of
Offering. Notwithstanding anything contained herein, if in the opinion of the managing underwriter or underwriters of an offering
described in Section 2(c) hereof, the (i) size of the offering that the Holders, the Company and such other Persons
intend to make or (ii) kind of securities that the Holders, the Company and/or any other Persons intend to include in such
offering are such that the success of the offering would be adversely affected by inclusion of the Registrable Securities requested
to be included, then (A) if the size of the offering is the basis of such underwriter’s opinion, the amount of Registrable
Securities to be offered for the accounts of Holders shall be reduced pro rata (according to the Registrable Securities
proposed for registration) to the extent necessary to reduce the total amount of Registrable Securities to be included in such
offering to the amount recommended by such managing underwriter or underwriters; provided that, in the case of a Piggy-Back
Registration, if the securities are being offered for the account of other Persons as well as the Company, then with respect to
the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended
to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of the securities intended
to be offered by such other Persons is reduced; and (B) if the combination of the securities to be offered is the basis of
such underwriter’s opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described
in clause (A) above (subject to the proviso in clause (A)) or (y) if the actions described in clause (x) would,
in the opinion of the managing underwriter or underwriters, be insufficient to substantially eliminate the adverse effect that
inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will
be excluded from such offering.


 


Section 3. Black-Out Periods.  


 


Notwithstanding
anything herein to the contrary, the Company shall have the right, exercisable from time to time by the Board, to defer the filing
of a Registration Statement or to require the Holders not to sell pursuant to a Registration Statement or similar document under
the Securities Act filed pursuant to Section 2 or to suspend the effectiveness thereof if at the time of the delivery of
such notice the Board reasonably and in good faith has determined that (a) such offer or sale of any Registrable Securities would
materially impede, delay or interfere with any material transaction involving the Company; (b) the sale of Registrable Securities
pursuant to a Registration Statement or similar document under the Securities Act filed pursuant to Section 2 would require
disclosure of non-public material information not otherwise required to be disclosed under applicable law; (c)(i) the Company has
a bona fide business purpose for preserving the confidentiality of a material transaction; (ii) disclosure would have a material
adverse effect on the Company or the Company’s ability to consummate such a material transaction; or (iii) such a material
transaction renders the Company unable to comply with Commission requirements, in each case, under circumstances that would make
it impracticable or inadvisable, to cause the Registration Statement or other similar document under the Securities Act filed pursuant
to Section 2 to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis,
as applicable; or (d) the Board determines in good faith that it is in the Company’s best interests or the Company is required
by law, rule or regulation to supplement a Registration Statement or other similar document in order to ensure that the prospectus
included in such Registration Statement or similar document (i) contains the information required by the form on which such Registration
Statement or similar document was filed, or (ii) discloses any facts or events arising after the effective date of the Registration
Statement or similar document that, individually or in the aggregate, represents a fundamental change in the information set forth
therein; provided, however, that in no event shall any black-out period extend for an aggregate period of more than
90 days in any 12-month period. The Company, as soon as practicable, shall (i) give the Holders prompt written notice in the event
that the Company has suspended sales of Registrable Securities pursuant to this Section 3, (ii) give the Holders prompt
written notice of the completion of such suspension event and (iii) use its commercially reasonable efforts to cause the Registration
Statement to become effective or to amend or supplement the Registration Statement on a post-effective basis or to take such action
as is necessary to permit resumed use of the Registration Statement or filing thereof as soon as reasonably possible following
the conclusion of the applicable suspension event and its effect.


 




    	 



    	 



    

 


Each
Holder agrees in connection with the redemption of OP Units in exchange for Registrable Securities, that, upon receipt of any notice
from the Company of the happening of any event of the kind described in this Section 3, such Holder will forthwith
discontinue its disposition of Registrable Securities pursuant to the Continuous Offering Registration Statement relating to such
Registrable Securities until such Holder’s receipt of the notice of completion of such event.


 


Section 4. Registration Procedures.
 


 


(a) In connection with
the filing of the Continuous Offering Registration Statement as provided by this Agreement, until the Registrable Securities cease
to be Registrable Securities, the Company shall use commercially reasonable efforts to, as expeditiously as reasonably practicable:
  


 


(i)            furnish to each
Holder of the Registrable Securities being registered, without charge, such number of conformed copies of such Continuous Offering
Registration Statement and of each such amendment and supplement thereto (in each case including all exhibits) other than those
which are being incorporated into such Continuous Offering Registration Statement by reference, such number of copies of the prospectus
contained in such Continuous Offering Registration Statement (including each complete prospectus and any summary prospectus) and
any other prospectus filed under Rule 424 under the Securities Act in conformity with the requirements of the Securities Act, and
such other documents, including documents incorporated by reference, as such Holder may reasonably request;  


 


(ii)            register or qualify
all Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as the Holders and
the underwriters of the Registrable Securities being registered, if any, shall reasonably request, but only to the extent legally
required to do so, to keep such registration or qualification in effect for so long as such Continuous Offering Registration Statement
remains in effect, to allow the Holders to consummate the disposition in such jurisdiction of the securities owned by the Holders,
except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign company or
to register as a broker or dealer in any jurisdiction where it would not otherwise be required to qualify but for this Section
4(a)(ii), or to consent to general service of process in any such jurisdiction, or to be subject to any material tax obligation
in any such jurisdiction where it is not then so subject;  


 


(iii)           notify the Holders
at any time when the Company becomes aware during any period during which a prospectus for Registrable Securities is required to
be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such Continuous
Offering Registration Statement, as then in effect, includes an 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 in light of the circumstances under
which they were made, and promptly prepare and file a supplement or prepare, file and obtain effectiveness of a post-effective
amendment to the Continuous Offering Registration Statement and, at the request of the Holders, furnish to the Holders a reasonable
number of copies of a supplement to, or an amendment of, such prospectus as may be necessary so that, as thereafter delivered to
the purchasers of such Registrable Securities, such prospectus shall not include an 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 not misleading in the light
of the circumstances under which they were made;  


 




    	 



    	 



    

 


(iv)            comply or continue
to comply in all material respects with the Securities Act and the Exchange Act and with all applicable rules and regulations of
the Commission thereunder so as to enable any Holder to sell its Registrable Securities pursuant to the Continuous Offering Registration
Statement;


 


(v)            provide a transfer
agent and registrar for all Registrable Securities covered by such Continuous Offering Registration Statement not later than the
effective date of such Continuous Offering Registration Statement;  


 


(vi)            cooperate with
the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold (if
the Registrable Securities are then certificated) and not bearing any Securities Act legend; and enable certificates for such Registrable
Securities to be issued for such number of shares and registered in such names as the Holders may reasonably request in writing
at least two Business Days prior to any sale of Registrable Securities;  


 


(vii)            list all Registrable
Securities covered by such Continuous Offering Registration Statement on any securities exchange or national quotation system on
which any such class of securities is then listed or quoted and cause to be satisfied all requirements and conditions of such securities
exchange or national quotation system to the listing or quoting of such Registrable Securities that are reasonably within the control
of the Company including, without limitation, registering the applicable class of Registrable Securities under the Exchange Act,
if appropriate, and using commercially reasonable efforts to cause such registration to become effective pursuant to the rules
of the Commission;  


 


(viii)          in connection
with any sale, transfer or other disposition by any Holder of any Registrable Securities pursuant to Rule 144, cooperate with such
Holder to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold and
not bearing any Securities Act legend, and enable certificates for such Registrable Securities to be for such number of shares
and registered in such name as the Holders may reasonably request in writing at least three Business Days prior to any sale of
Registrable Securities pursuant to Rule 144. 


 


(ix)            notify the Holders,
promptly after it shall receive notice thereof, of the time when such Continuous Offering Registration Statement, or any post-effective
amendments to the Continuous Offering Registration Statement, shall have become effective, or a supplement to any prospectus forming
part of such Continuous Offering Registration Statement has been filed or when any document is filed with the Commission which
would be incorporated by reference into the prospectus;  


 


(x)            notify the Holders
of any request by the Commission for the amendment or supplement of such Continuous Offering Registration Statement or prospectus
for additional information; and  


 


(xi)          advise the Holders,
promptly after it shall receive notice or obtain actual knowledge thereof, of (A) the issuance of any stop order, injunction or
other order or requirement by the Commission suspending the effectiveness of such Continuous Offering Registration Statement or
the initiation or threatening of any proceeding for such purpose and use commercially reasonable efforts to prevent the issuance
of any stop order, injunction or other order or requirement or to obtain its withdrawal, if such stop order, injunction or other
order or requirement should be issued, (B) the suspension of the registration of the subject shares of the Registrable Securities
in any state or other jurisdiction and (C) the removal of any such stop order, injunction or other order or requirement or proceeding
or the lifting of any such suspension.  


 


(b) In connection with
the filing of any Continuous Offering Registration Statement covering Registrable Securities, each Holder shall furnish in writing
to the Company such information regarding such Holder (and any of his, her or its Affiliates), the intended method of distribution
of such Registrable Securities and such other information requested by the Company as is necessary or advisable for inclusion in
the Continuous Offering Registration Statement relating to such offering pursuant to the Securities Act, including, without limitation,
any information required by Item 507 of Regulation S-K promulgated under the Securities Act as may be amended from time to time.
 


 




    	 



    	 



    

 


Each Holder agrees
by acquisition of the Registrable Securities that (i) upon receipt of any notice from the Company of the happening of any event
of the kind described in Section 4(a)(iii) hereof, such Holder will forthwith discontinue its disposition of Registrable
Securities pursuant to the Continuous Offering Registration Statement until such Holder’s receipt of the copies of the supplemented
or amended prospectus contemplated by Section 4(a)(iii) hereof; (ii) upon receipt of any notice from the Company of the
happening of any event of the kind described in clause (A) of Section 4(a)(xi) hereof, such Holder will discontinue its
disposition of Registrable Securities pursuant to such Continuous Offering Registration Statement until such Holder’s receipt
of the notice described in clause (C) of Section 4(a)(xi) hereof; and (iii) upon receipt of any notice from the Company
of the happening of any event of the kind described in clause (B) of Section 4(a)(xi) hereof, such Holder will discontinue
its disposition of Registrable Securities pursuant to such Continuous Offering Registration Statement in the applicable state jurisdiction(s)
until such Holder’s receipt of the notice described in clause (C) of Section 4(a)(xi) hereof.  


 


Section 5. Indemnification.  


 


(a) Indemnification
by the Company. The Company agrees to indemnify and hold harmless each Holder, its members, partners, officers, directors,
managers, trustees, stockholders, employees, retained professionals, agents and investment advisers, each underwriter, broker or
any other Person on behalf of such Holder, and each Person, if any, who Controls such Holder, together with the members, partners,
officers, directors, managers, trustees, stockholders, employees, retained professionals, agents and investment advisers of such
Controlling Person, against any losses, claims, damages, liabilities and expenses (including, without limitation, reasonable attorneys’
fees),to which a Holder or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages, liabilities and expenses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise
out of, or based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement
under which such Registrable Securities were registered and sold under the Securities Act, any preliminary prospectus, final prospectus
or summary prospectus contained therein, or any amendment or supplement thereto, or arising out of or based upon any omission or
alleged omission to state therein a 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, or (ii) any violation or alleged violation of the Securities
Act or state securities laws or rules thereunder by the Company that relate to any action or inaction by the Company in connection
with such registration statement, and the Company will reimburse such Person for any reasonable legal or any other expenses reasonably
incurred by any of them in connection with investigating or defending any such loss, claim, liability, action or proceedings; provided,
however, that the Company shall not be liable to, or required to indemnify, any Holder under this Section 5(a) in
any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense
arises out of or is based upon, an untrue statement or alleged statement or omission or alleged omission made in such registration
statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and
in conformity with written information furnished to the Company by any such Holder or on such Holder’s behalf. The indemnity
contained in this Section 5(a) shall remain in full force and effect regardless of any investigation made by or on behalf
of a Holder or any such Controlling Person and shall survive the transfer of such securities by a Holder.


 


(b) Indemnification
by the Holder. Each Holder agrees to indemnify and hold harmless the Company, each present or past member of the Board, each
past or present officer, employee, retained professional, agent and investment adviser, each past or present external advisor or
manager, of the Company, underwriter, broker or other Person acting on behalf of the Holder, and each other Person, if any, who
Controls any of the foregoing, together with the members, partners, officers, directors, managers, trustees, stockholders, employees,
retained professionals, agents and investment advisers of such Controlling Person, against any losses, claims, damages, liabilities
and expenses (including, without limitation, reasonable attorneys’ fees), to which the Company or any such indemnitees may
become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities and expenses (or actions
or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement or
alleged untrue statement of a material fact in or omission or alleged omission to state a material fact from such registration
statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement
thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon information
provided by such Holder or on such Holder’s behalf, or (ii) any violation or alleged violation of the Securities Act or state
securities laws or rules thereunder by such Holder. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Company or any such Board member, officer, employee, agent, investment adviser or Controlling Person
and shall survive the transfer of such securities by any Holder. The obligation of a Holder to indemnify will be several and not
joint, among the Holders of Registrable Securities and shall be limited to the net proceeds (after underwriting fees, commissions
or discounts) actually received by such Holder from the sale of Registrable Securities pursuant to such registration statement,
except in the case of fraud or willful misconduct by such Holder.


 




    	 



    	 



    

 


(c) Notices of Claims,
Etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim
referred to in the preceding paragraphs of this Section 5, such indemnified party will, if a claim in respect thereof is
to be made against an indemnifying party, give prompt written notice to the latter of the commencement of such action; provided,
however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying
party of its obligations under the preceding paragraphs of this Section 5, except to the extent that the indemnifying party
is actually and materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified
party, unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying
parties may exist in respect of such claim, the indemnifying party shall be entitled to assume the defense thereof, for itself,
if applicable, together with any other indemnified party similarly notified, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to the indemnified
party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof; provided, that
if (i) any indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available
to such indemnified party which are additional to or conflict with those available to the indemnifying party, or that such claim
or litigation involves or could have an effect upon matters beyond the scope of the indemnity provided hereunder, or (ii) such
action seeks an injunction or equitable relief against any indemnified party or involves actual or alleged criminal activity, the
indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party without such
indemnified party's prior written consent (but, without such consent, shall have the right to participate therein with counsel
of its choice) and such indemnifying party shall reimburse such indemnified party and any Person controlling such indemnified party
for that portion of the fees and expenses of any counsel retained by the indemnified party which is reasonably related to the matters
covered by the indemnity provided hereunder. The indemnifying party shall not, without the consent of the indemnified party, consent
to any judgment or settlement that (i) does not contain a full and unconditional release of the indemnified party from all liability
concerning any claim or litigation; (ii) includes a statement about or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party; or (iii) commits any indemnified party to take, or hold back from taking, any action.


 


(d) Indemnification
Payments. To the extent that the indemnifying party does not assume the defense of an action brought against the indemnified
party as provided in Section 5(c) hereof, or assumes such defense and thereafter does not diligently pursue the same to
conclusion the indemnified party (or parties if there is more than one) shall be entitled to the reasonable legal expenses of common
counsel for the indemnified party (or parties). In such event, however, the indemnifying party will not be liable for any settlement
effected without the written consent of such indemnifying party, which consent shall not be unreasonably withheld. The indemnification
required by this Section 5 shall be made by periodic payments of the amount thereof during the course of an investigation
or defense, as and when bills are received or expense, loss, damage or liability is incurred.


 


(e) Contribution.
If, for any reason, the foregoing indemnity is unavailable, or is insufficient to hold harmless an indemnified party, then the
indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of the expense, loss, damage
or liability, (i) in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand
and the indemnified party on the other (determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or omission relates to information supplied by the indemnifying party or the indemnified party and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission) or (ii)
if the allocation provided by subclause (i) above is not permitted by applicable law or provides a lesser sum to the indemnified
party than the amount hereinafter calculated, in the proportion as is appropriate to reflect not only the relative fault of the
indemnifying party and the indemnified party, but also the relative benefits received by the indemnifying party on the one hand
and the indemnified party on the other, as well as any other relevant equitable considerations. No indemnified party guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from
any indemnifying party who was not guilty of such fraudulent misrepresentation.


 




    	 



    	 



    

 


Section 6. Market Stand-Off Agreement.
Each Holder hereby agrees that it shall not, to the extent requested by the Company or an underwriter of securities of the Company
in connection with any public offering of the Company’s Class A Common Stock or other equity securities, directly or indirectly
sell, offer to sell (including, without limitation, any short sale), grant any option or otherwise transfer or dispose of any Registrable
Securities (other than to donees of such Holder, who agree to be similarly bound) within fourteen days prior to, and for up to
90 days following, the effective date of a Continuous Offering Registration Statement of the Company filed under the Securities
Act or the date of an underwriting agreement with respect to an underwritten public offering of the Company’s securities
(the “Stand-Off Period”); provided, however, that:  


 


(a) with respect to
any Stand-Off Period, such agreement to Stand-Off shall not be applicable to the Registrable Securities to be sold on the Holder’s
behalf to the public in such underwritten offering pursuant to such Continuous Offering Registration Statement;  


 


(b) all executive officers
and directors of the Company then holding shares of Class A Common Stock of the Company shall enter into similar agreements;


 


(c) the Company shall
use commercially reasonable efforts to obtain similar agreements from each 5% or greater stockholder of the Company; and


 


(d) the Holder shall
be allowed any concession or proportionate release allowed to any (i) officer, (ii) director or (iii) other 5% or greater stockholder
of the Company that entered into similar agreements.  


 


In order to enforce
the foregoing covenant, the Company shall have the right to place restrictive legends on the certificates representing the Registrable
Securities subject to this Section 6 and to impose stop transfer instructions with respect to the Registrable Securities
and such other shares of Class A Common Stock of each Holder (and the Class A Common Stock or securities of every other Person
subject to the foregoing restriction) until the end of such period.


 


 Section 7.
Miscellaneous.  


 


(a) Termination;
Survival. The rights of each Holder under this Agreement shall terminate on the earlier of (i) the date on which such Holder
no longer holds any Registrable Securities, and (ii) the date that all of the Registrable Securities held by such Holder may be
sold during any three-month period in a single transaction or series of transactions without volume limitations under Rule 144
(or any successor provision) under the Securities Act. Notwithstanding the foregoing, the obligations of the parties under Section
5 hereof and paragraphs (d), (e) and (g) of this Section 7 shall survive the termination of this Agreement.  


 


(b) Expenses.
All Registration Expenses incurred in connection with any Continuous Offering Registration Statement under Section 2 hereof
shall be borne by the Company, whether or not any Continuous Offering Registration Statement related thereto becomes effective.


 


(c) Counterparts.
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall
become effective when one or more such counterparts have been signed by each of the parties and delivered to each of the other
parties.  


 


(d) Applicable Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York.


 


(e) Waiver Of Jury
Trial; Forum. THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN. EACH PARTY SHALL BRING ANY ACTION AGAINST ANY OTHER PARTY IN CONNECTION
WITH THIS AGREEMENT IN A FEDERAL OR STATE COURT LOCATED IN NEW YORK, NEW YORK, CONSENTS TO THE JURISDICTION OF SUCH COURTS, AND
WAIVES ANY RIGHT TO HAVE ANY PROCEEDING TRANSFERRED FROM SUCH COURTS ON THE GROUND OF IMPROPER VENUE OR INCONVENIENT FORUM.


 




    	 



    	 



    

 


(f) Prior Agreement;
Construction; Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject
matter hereof, and supersedes all prior agreements and understandings between the parties, and all such prior agreements and understandings
are merged herein and shall not survive the execution and delivery hereof. This Agreement supersedes and replaces all provisions
of the Partnership Agreement with respect to the subject matter hereof, including without limitation the provisions of Section
8.05 of the Partnership Agreement.


 


(g) Notices.
All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand
or sent, postage prepaid, by registered, certified or express mail or reputable overnight courier service or be telecopier and
shall be deemed given when so delivered by hand or, if mailed, three days after mailing (one Business Day in the case of express
mail or overnight courier service), addressed as follows:


 


	 If to the Holder:	 	To the address set forth beside the respective Holder’s signature
		 	 
	 If to the Company:	 	
        Bluerock Residential Growth
        REIT, Inc.

        712 Fifth Avenue, 9th
        Floor

        New York, New York 10019

        Attention: R. Ramin Kamfar

        Facsimile: 646-278-4220

	 	 	 
	 	 	
        with a copy to:

         

        Kaplan, Voekler, Cunningham & Frank, PLC

        1401 East Cary Street

        Richmond, VA 23219

        Attention: Richard P. Cunningham,
        Jr.

        Facsimile: 804.823.4099



 


(h) Successors and
Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the
parties thereto. The Company may assign its rights or obligations hereunder to any successor to the Company’s business or
with the prior written consent of Holders of a majority of the then outstanding Registrable Securities, which consent will not
be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, no assignee of the Company shall have any of the
rights granted under this Agreement until such assignee shall acknowledge its rights and obligations hereunder by a signed written
agreement pursuant to which such assignee accepts such rights and obligations. A Holder may not assign its rights under this Agreement
without the consent of the Company, which the Company may withhold in its sole discretion.


 


(i) Headings.
Headings are included solely for convenience of reference and if there is any conflict between headings and the text of this Agreement,
the text shall control.


 


(j) Amendments And
Waivers. The provisions of this Agreement may be amended or waived at any time only by the written agreement of the Company
and the Holders of a majority of the Registrable Securities; provided, however, that the provisions of this Agreement
may not be amended or waived without the consent of the Holders of all the Registrable Securities adversely affected by such amendment
or waiver if such amendment or waiver adversely affects a portion of the Registrable Securities but does not so adversely affect
all of the Registrable Securities; provided, further, that the provisions of the preceding provision may not be amended
or waived except in accordance with this sentence. Any waiver, permit, consent or approval of any kind or character on the part
of any such Holders of any provision or condition of this Agreement must be made in writing and shall be effective only to the
extent specifically set forth in writing. Any amendment or waiver effected in accordance with this paragraph shall be binding upon
each Holder of Registrable Securities and the Company.


 




    	 



    	 



    

 


(k) Interpretation;
Absence Of Presumption. For the purposes hereof, (i) words in the singular shall be held to include the plural and vice versa
and words of one gender shall be held to include the other gender as the context requires, (ii) the terms “hereof,”
“herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer
to this Agreement as a whole and not to any particular provision of this Agreement, and section, paragraph or other references
are to the sections, paragraphs, or other references to this Agreement unless otherwise specified, (iii) the word “including”
and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context
otherwise requires or unless otherwise specified, (iv) the word “or” shall not be exclusive and (v) provisions shall
apply, when appropriate, to successive events and transactions.


 


 This Agreement
shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting
or causing any instruments to be drafted.  


 


(l) Severability.
If any provision of this Agreement shall be or shall be held or deemed by a final, non-appealable order by a competent authority
to be invalid, inoperative or unenforceable, such circumstance shall not have the non-appealable effect of rendering any other
provision or provisions herein contained invalid, inoperative or unenforceable, but this Agreement shall be construed as if such
invalid, inoperative or unenforceable provision had never been contained herein so as to give full force and effect to the remaining
such terms and provisions.


 


(m) Specific Performance;
Other Rights. The parties recognize that various other rights rendered under this Agreement are unique and, accordingly, the
parties shall, in addition to such other remedies as may be available to them at law or in equity, have the right to enforce the
rights under this Agreement by actions for injunctive relief and specific performance.


 


(n) Attorneys’
Fees. Should any party hereto employ attorneys or arbitrators to bring an action or arbitration to enforce any of the provisions
hereof, the non-prevailing party in such action or arbitration shall pay the prevailing party all reasonable costs, charges, and
expenses, including attorneys’ fees and costs, expended or incurred in connection therewith.


 


(o) Further Assurances.
In connection with this Agreement, as well as all transactions and covenants contemplated by this Agreement, each party hereto
agrees to execute and deliver or cause to be executed and delivered such additional documents and instruments and to perform or
cause to be performed such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms,
provisions and conditions of this Agreement and all such transactions and covenants contemplated by this Agreement.


 


(p) No Waiver Of
Breach. The waiver of any breach of any term or condition of this Agreement shall not operate as a waiver of any other breach
of such term or condition or of any other term or condition, nor shall any failure to enforce any provision hereof operate as a
waiver of such provision or of any other provision hereof.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 




    	 



    	 



    

 


[Signature Page to Registration Rights Agreement]


 


IN WITNESS WHEREOF,
the parties have caused this Registration Rights Agreement to be duly executed as of the date first written above.


 


BLUEROCK RESIDENTIAL GROWTH REIT, INC.,


a Maryland corporation


 


	By:	/s/ Christopher J. Vohs	 
	Name:	Christopher J. Vohs	 
	Its:	Treasurer and Chief Accounting Officer	 


 


HOLDERS:


 


BR-NPT Springing Entity,
LLC,


a Delaware limited liability
company


 


	By:	BR-North Park Towers, LLC	 
	Its:	Manager	 


 


	 	By:	Bluerock Real Estate, L.L.C.
	 	Its:	Manager


 


	 	By:	/s/ Jordan B. Ruddy	 
	 	Name: 	Jordan B. Ruddy	 
	 	Title:	Authorized Signatory	 


 


	ADDRESS:	c/o Bluerock Real Estate L.L.C.	 
	 	712 Fifth Avenue, Ninth Floor	 
	 	New York, New York 10019	 


 


Bluerock Property Management,
LLC,


a Michigan limited liability
company


 


	By:	Bluerock Real Estate, L.L.C.	 
	Its:	Manager	 


 


	 	By:	/s/ Jordan B. Ruddy	 
	 	Name:	Jordan B. Ruddy	 
	 	Its:	Authorized Signatory	 


 


	ADDRESS:	c/o Bluerock Real Estate L.L.C.	 
	 	712 Fifth Avenue, Ninth Floor	 
	 	New York, New York 10019