EXHIBIT 10.2


 





THIRD AMENDED AND RESTATED ADVISORY AGREEMENT


 


AMONG


 


BLUEROCK MULTIFAMILY GROWTH REIT, INC.,


BLUEROCK MULTIFAMILY
HOLDINGS, LP,


AND BLUEROCK MULTIFAMILY
ADVISOR, LLC


 


 



 


 





	 	 
	TABLE OF CONTENTS
	1. Definitions 	2
	2. Appointment 	6
	3. Duties of the Advisor 	6
	4. Authority of Advisor 	8
	5. Bank Accounts 	8
	6. Records; Access 	8
	7. Limitations on Activities 	9
	8. Relationship with Director 	9
	9. Fees 	9
	10. Expenses 	10 
	11. Other Services 	11
	12. Reimbursement to the Advisor 	11 
	13. Internalization of the Advisor 	12
	14. Other Activities of the Advisor 	12
	15. The Bluerock Name 	12
	16. Term of Agreement 	12
	17. Termination by the Parties 	13
	18. Assignment to an Affiliate 	13
	19. Payments to and Duties of Advisor Upon Termination 	13
	20. Indemnification by the Company and the Operating Partnership 	13
	21. Indemnification by Advisor 	14
	22. Nonsolicitation 	14
	23. Notices 	15
	24. Modification 	15
	25. Severability 	15
	26. Construction 	15
	27. Entire Agreement 	15
	28. Indulgences, Not Waivers 	16
	29. Gender 	16
	30. Titles Not to Affect Interpretation 	16
	31. Execution in Counterparts 	16


 


 







 


 



 


 




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THIRD AMENDED AND RESTATED ADVISORY
AGREEMENT


 


     THIS THIRD AMENDED AND RESTATED
ADVISORY AGREEMENT (this “Agreement”), dated as of the 27th day of February, 2013 (the “Effective
Date”), is entered into by and among Bluerock Multifamily Growth REIT, Inc., a Maryland corporation (the “Company”),
Bluerock Multifamily Holdings, L.P., a Delaware limited partnership (the “Operating Partnership”), and Bluerock
Multifamily Advisor, LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used herein
shall have the meanings ascribed to them in Section 1 below.


 


W I T N E S S E T H


 


    WHEREAS, the Company and the Advisor
previously entered into that certain Advisory Agreement dated October 15, 2009, as amended and restated pursuant to that certain
Amended and Restated Advisory Agreement dated March 30, 2011; as further amended and restated pursuant to that certain Second Amended
and Restated Advisory Agreement dated September 26, 2012 (the “Second Amended and Restated Advisory Agreement”).


 


WHEREAS, the Company qualified as a REIT
beginning with its taxable year ended December 31, 2010, and plans to continue to invest its funds in investments permitted by
the terms of Sections 856 through 860 of the Code;


 


     WHEREAS, the Company is the general
partner, and its wholly owned subsidiary, Bluerock REIT Holdings, LLC, is the sole limited partner, of the Operating Partnership,
and the Company intends to conduct all of its business and make all Investments through the Operating Partnership;


 


     WHEREAS, the Company and the Operating
Partnership desire to avail themselves of the experience, sources of information, advice, assistance and certain facilities of
the Advisor and to have the Advisor undertake the duties and responsibilities hereinafter set forth, on behalf of, and subject
to the supervision of the Board of Directors of the Company, all as provided herein; and


 


     WHEREAS, the Advisor is willing
to undertake to render such services, subject to the supervision of the Board of Directors, on the terms and conditions hereinafter
set forth;


 


     NOW, THEREFORE, in consideration
of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound,
hereby amend and restate the Second Amended and Restated Advisory Agreement as follows:


 


     1. DEFINITIONS. As used
in this Agreement, the following terms have the definitions hereinafter indicated:


 


     Acquisition Expenses.
Any and all expenses, exclusive of Acquisition Fees, incurred by the Company, the Operating Partnership, the Advisor, or any of
their Affiliates in connection with the selection, evaluation, acquisition, origination, making or development of any Investments,
whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals,
nonrefundable option payments on property not acquired, accounting fees and expenses, title insurance premiums, and the costs of
performing due diligence.


 


     Acquisition Fee.
The term “Acquisition Fee” shall mean the fees payable to the Advisor pursuant to Section 9(a).


 


     Advisor. Advisor
shall mean Bluerock Multifamily Advisor, LLC, a Delaware limited liability company, any successor advisor to the Company, the Operating
Partnership or any Person to which Bluerock Multifamily Advisor, LLC or any successor advisor subcontracts substantially all of
its functions. Notwithstanding the foregoing, a Person hired or retained by Bluerock Multifamily Advisor, LLC to perform property
management and related services for the Company or the Operating Partnership that is not hired or retained to perform substantially
all of the functions of Bluerock Multifamily Advisor, LLC with respect to the Company or the Operating Partnership as a whole shall
not be deemed to be an Advisor.


 


     Affiliate or Affiliated.
With respect to any Person, (i) any Person directly or indirectly owning, controlling or holding, with the power to vote, ten percent
(10%) or more of the outstanding voting securities of such other Person; (ii) any Person ten percent (10%) or more of whose outstanding
voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any
Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer,
director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive
officer, director, trustee or general partner.


 






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     Articles of Incorporation.
The Articles of Incorporation of the Company, as amended from time to time.


 


     Asset Management Fee.
The term “Asset Management Fee” shall mean the fees payable to the Advisor pursuant to Section 9(d).


 


     Average Invested Assets.
For a specified period, the average of the aggregate book value of the assets of the Company invested, directly or indirectly,
in Investments before deducting depreciation, bad debts or other non-cash reserves, computed by taking the average of such values
at the end of each month during such period.


 


     Board of Directors or Board.
The individuals holding such office, as of any particular time, under the Articles of Incorporation, whether they be the Directors
named therein or additional or successor Directors.


 


     Bylaws. The bylaws
of the Company, as amended and as the same are in effect from time to time.


 


     Cause. With respect
to the termination of this Agreement, fraud, criminal conduct, misconduct or negligent breach of fiduciary duty by the Advisor,
or a material breach of this Agreement by the Advisor.


 


     Code. Internal Revenue
Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean
such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted
by any applicable regulations as in effect from time to time.


 





     Company. Company
shall mean Bluerock Multifamily Growth REIT, Inc., a Maryland corporation.


 


     Competitive Real Estate
Commission. A real estate or brokerage commission for the purchase or sale of property which is reasonable, customary,
and competitive in light of the size, type, and location of the property.


 


     Contract Sales Price.
The total consideration stated in an agreement for the sale of an Investment.


 


     Dealer Manager.
Bluerock Capital Markets, LLC, or such other Person or entity selected by the Board to act as the dealer manager for the Offering.


 


     Dealer Manager Fee.
3.0% of Gross Proceeds from the sale of Shares in the Primary Offering, payable to the Dealer Manager for serving as the dealer
manager of such Offering.


 


     Director. A member
of the Board of Directors of the Company.


 


     Disposition Fee.
The term “Disposition Fee” shall mean the fees payable to the Advisor pursuant to Section 9(c).


 


     Distributions. Any
distributions of money or other property by the Company to Stockholders, including distributions that may constitute a return of
capital for federal income tax purposes.


 


     Effective Date.
Effective Date shall have the meaning set forth in the preamble.


 


     Excess Amount. Excess
Amount shall have the meaning set forth in Section 12.


 


     Expense Year. Expense
Year shall have the meaning set forth in Section 12.


 


     Financing Fee. The
term “Financing Fee” shall mean the fees payable to the Advisor pursuant to Section 9(f).


 


     FINRA. The Financial
Industry Regulatory Authority.


 






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     Funds From Operations.
As defined by the National Association of Real Estate Investment Trusts, Funds From Operations means net income computed in accordance
with GAAP, excluding gains (or losses) from sales of property, plus depreciation and amortization, and after adjustments for unconsolidated
partnerships and joint ventures in which the REIT holds an interest.


 


     GAAP. Generally
accepted accounting principles as in effect in the United States of America from time to time.


 


     Gross Proceeds.
The aggregate purchase price of all Shares sold for the account of the Company through all Offerings, without deduction for any
Organization and Offering Expenses or volume discounts. For the purpose of computing Gross Proceeds, the purchase price of any
Share for which reduced Selling Commissions are paid to the Dealer Manager or a Participating Dealer (where net proceeds to the
Company are not reduced) shall be deemed to be the full amount of the offering price per Share pursuant to the Prospectus for such
Offering without reduction.


 


     Indemnitee. The
terms “Indemnitee” and “Indemnitees” shall have the meaning set forth in Section 20.


 


     Independent Director.
Independent Director shall have the meaning set forth in the Articles of Incorporation.


 


     Invested Capital.
The original issue price paid for the Shares reduced by prior Distributions from the sale or financing of the Investments.


 


     Investments. Any
investments by the Company or the Operating Partnership in Real Estate Assets or any other asset.


 


     Joint Ventures.
The joint venture or partnership arrangements (other than with the Operating Partnership) in which the Company or any of its subsidiaries
is a co-venturer or general partner which are established to own Investments.


 


     Listing. The listing
of the Shares on a national securities exchange or the receipt by the Stockholders of cash and/or securities of an issuer that are
listed on a national securities exchange in exchange for the Company’s common stock. Upon such Listing, the Shares shall
be deemed “Listed.”


 


     Loans. Any indebtedness
or obligations in respect of borrowed money or evidenced by bonds, notes, debentures, deeds of trust, letters of credit or similar
instruments, including mortgages and mezzanine loans.


 


     NASAA REIT Guidelines.
The Statement of Policy Regarding Real Estate Investment Trusts published by the North American Securities Administrators Association
on May 7, 2007, as may be amended from time to time.


 


     Net Income. For
any period, the Company’s total revenues applicable to such period, less the total expenses applicable to such period other
than additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale
of the Company’s assets.


 


     Offering. The public
offering of Shares pursuant to a Prospectus.


 


     Operating Partnership.
Operating Partnership shall mean Bluerock Multifamily Holdings, L.P., a Delaware limited partnership.


 


     Operating Partnership Agreement.
The Operating Partnership Agreement between the Company and Bluerock REIT Holdings, LLC.


 





     OP Units. Units
of limited partnership interest in the Operating Partnership.


 






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     Organization and Offering
Expenses. Organization and Offering Expenses means all organization and offering expenses as defined by Rule 2810 promulgated
by FINRA to be paid by the Company in connection with the Offering, including: (a) all actual, incurred issuer expenses, as defined
by FINRA Rule 2810(b)(4)(C)(i), including legal, accounting, printing, mailing, technology, filing fees, charges of the escrow
holder and transfer agent, charges of the Advisor or its Affiliates for administrative services related to the issuance of Shares
in the Offering and amounts to reimburse costs in connection with preparing supplemental sales materials and reimbursements for
actual costs incurred for travel, meals and lodging by employees of the Advisor and its Affiliates to attend retail seminars hosted
by broker-dealers or bona fide training and education meetings hosted by the Advisor or its Affiliates; (b) and all items
of underwriting compensation as defined by FINRA Rule 2310, including Selling Commissions, the Dealer Manager Fee and (i) amounts
used to reimburse FINRA-registered personnel of the Dealer Manager for actual costs incurred for travel, meals and lodging to attend
retail seminars sponsored by Participating Dealers; (ii) sponsorship fees for seminars sponsored by Participating Dealers, (iii)
amounts used to reimburse FINRA-registered personnel of the Dealer Manager and Participating Dealers for the actual costs incurred
for travel, meals and lodging in connection with attending bona fide training and education meetings hosted by the Company,
the Advisor or its Affiliates, (iv) amounts used to reimburse the Dealer Manager for legal fees and expenses, and (v) customary
promotional items, and (c) reimbursement of bona fide due diligence expenses to the Dealer Manager or a Participating Dealer
that are supported by a detailed and itemized invoice.


 


     Oversight Fee. The
term “Oversight Fee” shall mean the fees payable to the Advisor pursuant to Section 9(e).


 


     Participating Dealers.
Securities broker-dealers who are registered with the Securities and Exchange Commission and members of FINRA, or who are exempt
from broker-dealer registration, and who, in either case, have executed participating dealer or other agreements with the Dealer
Manager to sell Shares.


 


     Person. An individual,
corporation, partnership, trust, joint venture, limited liability company or other entity.


 


     Primary Offering.
The portion of an Offering other than the Shares offered pursuant to the Company’s distribution reinvestment plan.


 


     Property Management Fee.
The term “Property Management Fee” shall mean the fees payable to the Advisor pursuant to Section 9(e).


 


     Prospectus. A “Prospectus”
under Section 2(10) of the Securities Act, including a preliminary Prospectus, an offering circular as described in Rule 253 of
the General Rules and Regulations under the Securities Act or, in the case of an intrastate offering, any document by whatever
name known, utilized for the purpose of offering and selling securities to the public.


 


     Real Estate Assets.
Any investment by the Company or the Operating Partnership in unimproved and improved Real Property (including, without limitation,
fee or leasehold interests, options and leases) either directly or through a Joint Venture.


 


     Real Property. Real
property owned from time to time by the Company or the Operating Partnership, either directly or through joint venture arrangements
or other partnerships, which consists of (i) land only, (ii) land, including the buildings located thereon, (iii) buildings only
or (iv) such investments the Board and the Advisor mutually designate as Real Property to the extent such investments could be
classified as Real Property.


 


     REIT. A “real
estate investment trust” under Sections 856 through 860 of the Code.


 


     Sale or Sales. Any
transaction or series of transactions whereby: (A) the Company or the Operating Partnership directly or indirectly (except as described
in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any Real Property,
Loan or other Investment or portion thereof, including the lease of any Real Property consisting of a building only, and including
any event with respect to any Real Property which gives rise to a significant amount of insurance proceeds or condemnation awards;
(B) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition)
sells, grants, transfers, conveys, or relinquishes its ownership of all or substantially all of the interest of the Company or
the Operating Partnership in any Joint Venture in which it is a co-venturer or partner; (C) any Joint Venture directly or indirectly
(except as described in other subsections of this definition) in which the Company or the Operating Partnership as a co-venturer
or partner sells, grants, transfers, conveys, or relinquishes its ownership of any Real Property or portion thereof, including
any event with respect to any Real Property which gives rise to insurance claims or condemnation awards; (D) any event which gives
rise to a significant amount of insurance proceeds or similar awards; or (E) the Company or the Operating Partnership directly
or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes
its ownership of any other asset not previously described in this definition or any portion thereof, but not including any transaction
or series of transactions specified in clauses (A) through (E) above in which the proceeds of such transaction or series of transactions
are reinvested by the Company in one or more assets within 180 days thereafter.


 






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     Securities Act.
The Securities Act of 1933, as amended.


 


     Selling Commission.
7.0% of Gross Proceeds from the sale of Shares in the Primary Offering payable to the Dealer Manager and reallowable to Participating
Dealers with respect to Shares sold by them.


 


     Shares. The shares
of the Company’s capital stock, par value $0.01 per share.


 


     Sponsor. Sponsor
shall mean Bluerock Real Estate, L.L.C., a Delaware limited liability company.


 


     Stockholders. The
registered holders of the Shares.


 


     Termination Date.
The date of termination of this Agreement.


 


     Total Operating Expenses.
All costs and expenses paid or incurred by the Company, as determined under GAAP, that are in any way related to the operation
of the Company or its business, including asset management fees and other fees paid to the Advisor, but excluding (i) the expenses
of raising capital such as Organization and Offering Expenses, legal, audit, accounting, underwriting, brokerage, listing, registration,
and other fees, printing and other such expenses and taxes incurred in connection with the issuance, distribution, transfer, registration
and Listing, (ii) interest payments, (iii) taxes, (iv) non-cash expenditures such as depreciation, amortization and bad debt reserves,
(v) incentive fees paid in compliance with the NASAA REIT Guidelines, (vi) Acquisition Fees, origination fees, and Acquisition
Expenses, and (vii) other fees and expenses connected with the acquisition, disposition, management and ownership of real estate
interests, mortgages or other property (including the costs of foreclosure, insurance premiums, legal services, maintenance, repair,
and improvement of property). The definition of “Total Operating Expenses” set forth above is intended to encompass
only those expenses which are required to be treated as Total Operating Expenses under the NASAA REIT Guidelines. As a result,
and notwithstanding the definition set forth above, any expense of the Company which is not part of Total Operating Expenses under
the NASAA REIT Guidelines shall not be treated as part of Total Operating Expenses for purposes hereof.


 


     2%/25% Guidelines.
2%/25% Guidelines shall have the meaning set forth in Section 12.


 


     2. APPOINTMENT. The Company
and the Operating Partnership hereby appoint the Advisor to serve as their advisor on the terms and conditions set forth in this
Agreement, and the Advisor hereby accepts such appointment.


 


     3. DUTIES OF THE ADVISOR.
As of the Effective Date, the Advisor undertakes to use its best efforts to present to the Company and the Operating Partnership
potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives
and policies of the Company as determined and adopted from time to time by the Board. In performance of this undertaking, subject
to the supervision of the Board and consistent with the provisions of the Articles of Incorporation and Bylaws of the Company and
the Operating Partnership Agreement, the Advisor shall, either directly or by engaging an Affiliate:


 


 


      (a) serve as the Company’s
and the Operating Partnership’s investment and financial advisor;


 


     (b) provide the daily management
for the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary
for the management of the Company and the Operating Partnership;


 


     (c) investigate, select, and,
on behalf of the Company and the Operating Partnership, engage and conduct business with and supervise the performance of such
Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including, but not limited to, consultants,
accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents,
depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real
estate management companies, real estate operating companies, securities investment advisors, mortgagors, registrar and transfer
agent and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity
deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including, but not limited to,
entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;


 






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     (d) consult with the officers
and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial policies,
and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with
the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company
or the Operating Partnership;


 


     (e) subject to the provisions
of Section 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze
and select potential Investments, (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions
and dispositions of Investments will be made; (iv) research, identify, review and recommend acquisitions and dispositions of Investments
to the Board and make Investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives
and policies of the Company; (v) arrange for financing and refinancing and make other changes in the asset or capital structure
of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vi) enter into leases and service
contracts for Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and
administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s
investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio;
(viii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (ix) oversee,
supervise and evaluate Affiliated and non-Affiliated property managers who perform services for the Company or the Operating Partnership;
(x) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to
be performed under this Agreement; (xi) manage accounting and other record-keeping functions for the Company and the Operating
Partnership, including reviewing and analyzing the capital and operating budgets for the Real Estate Assets and generating an annual
budget for the Company; and (xii) recommend various liquidity events to the Board when appropriate;


 


      (f) upon request, provide
the Board with periodic reports regarding prospective investments;


 


      (g) make investments in,
and dispositions of, Investments within the discretionary limits and authority as granted by the Board;


 


     (h) negotiate on behalf of the
Company and the Operating Partnership with banks or lenders for Loans to be made to the Company and the Operating Partnership,
and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate
private sales of Shares or obtain Loans for the Company and the Operating Partnership, but in no event in such a way so that the
Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties
incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Operating Partnership;


 


     (i) obtain reports (which may,
but are not required to, be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments
or contemplated investments of the Company and the Operating Partnership;


 


     (j) from time to time, or at any
time reasonably requested by the Board, make reports to the Board of its performance of services to the Company and the Operating
Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any
of its Affiliates;


 


      (k) provide the Company
and the Operating Partnership with all necessary cash management services;


 






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      (l) do all things necessary
to assure its ability to render the services described in this Agreement;


 


     (m) deliver to, or maintain on
behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Estate Assets as may be
required to be obtained by the Board;


 


      (n) notify the Board of
all proposed material transactions before they are completed;


 


     (o) effect any private placement
of OP Units, tenancy-in-common (TIC) or other interests in Investments as may be approved by the Board;


 


      (p) perform investor-relations
and Stockholder communications functions for the Company; and


 


 


     (q) maintain the Company’s
accounting and other records and assist the Company in filing all reports required to be filed by it with the Securities and Exchange
Commission, the Internal Revenue Service and other regulatory agencies.


 


     Notwithstanding the foregoing,
the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible
for the performance of the duties set forth in this Section 3.


 


4. AUTHORITY OF ADVISOR.


 


     (a) Pursuant to the terms of this
Agreement (including the restrictions included in this Section 4 and in Section 7), and subject to the continuing and exclusive
authority of the Board over the management of the Company, the Board hereby delegates to the Advisor the authority to perform the
services described in Section 3.


 


     (b) Notwithstanding the foregoing,
any investment in Real Estate Assets, including any financing thereof, will require the prior approval of the Board, any particular
Directors specified by the Board or any committee of the Board, as the case may be.


 


     (c) If a transaction requires
approval by the Independent Directors, the Advisor will deliver to the Independent Directors all documents and other information
required by them to properly evaluate the proposed transaction.


 


     (d)
The prior approval of a majority of the Independent Directors not otherwise interested in the transaction and a majority of the
Board not otherwise interested in the transaction will be required for each transaction to which the Advisor or its Affiliates
is a party. Any acquisition of Real Property from the Advisor or any Affiliate thereof will require
(a) confirmation from a competent independent appraiser who is a member in good standing of the Appraisal Institute that
the purchase price is equal to or less than the fair market value of such Real Property, and (b) a determination by a majority
of Board members not otherwise interested in the transaction, including a majority of the Independent
Directors, that the transaction and the purchase price are fair, reasonable and in the best interest of the Company.


 


     (e) The Board may, at any time
upon the giving of notice to the Advisor, modify or revoke the authority set forth in this Section 4; provided, however, that such
modification or revocation shall be effective upon receipt by the Advisor and shall not be applicable to investment transactions
to which the Advisor has committed the Company or the Operating Partnership prior to the date of receipt by the Advisor of such
notification.


 


     5. BANK ACCOUNTS. The Advisor
may establish and maintain one or more bank accounts in its own name for the account of the Company or the Operating Partnership
or in the name of the Company and the Operating Partnership and may collect and deposit into any such account or accounts, and
disburse from any such account or accounts, any money on behalf of the Company or the Operating Partnership, under such terms and
conditions as the Board may approve, provided that no funds shall be commingled with the funds of the Advisor; and the Advisor
shall from time to time render appropriate accountings of such collections and payments to the Board and to the auditors of the
Company.


 


     6. RECORDS; ACCESS. The
Advisor shall maintain appropriate records of all its activities hereunder and make such records available for inspection by the
Directors and by counsel, auditors and authorized agents of the Company, at any time or from time to time during normal business
hours. The Advisor shall at all reasonable times have access to the books and records of the Company and the Operating Partnership.


 






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     7. LIMITATIONS ON ACTIVITIES.
Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its
sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT unless the Board has determined
that REIT qualification is not in the best interests of the Company and its Stockholders, (b) subject the Company to regulation
under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental
body or agency having jurisdiction over the Company or its Shares, or otherwise not be permitted by the Articles of Incorporation
or Bylaws of the Company, except if such action shall be ordered by the Board, in which case the Advisor shall promptly notify
the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until
it receives further clarification or instructions from the Board. In such event, the Advisor shall have no liability for acting
in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors,
officers, employees and members, and the partners, directors, officers, members and stockholders of the Advisor’s Affiliates
shall not be liable to the Company or to the Directors or Stockholders for any act or omission by the Advisor, its directors, officers,
employees, or members, and the partners, directors, officers, members or stockholders of the Advisor’s Affiliates taken or
omitted to be taken in the performance of their duties under this Agreement except as provided in Section 20 of this Agreement.


 


     8. RELATIONSHIP WITH DIRECTORS.
Subject to Section 7 of this Agreement and to restrictions advisable with respect to the qualification of the Company as a REIT,
directors, officers and employees of the Advisor or an Affiliate of the Advisor or any corporate parent of an Affiliate, may serve
as a Director and as officers of the Company, except that no director, officer or employee of the Advisor or its Affiliates who
also is a Director or officer of the Company shall receive any compensation from the Company for serving as a Director or officer
other than reasonable reimbursement for travel and related expenses incurred in attending meetings of the Board and no such Director
shall be deemed an Independent Director for purposes of satisfying the Director independence requirement set forth in the Articles
of Incorporation.


 


     9. FEES.


 


     (a)Acquisition Fees.
The Advisor shall receive an Acquisition Fee payable by the Company as compensation for services rendered in connection with the
investigation, selection, sourcing, due diligence and acquisition (by purchase, investment or exchange) of Real Estate Assets or
investments. The total Acquisition Fees payable to the Advisor or its Affiliates shall equal 2.50% of the purchase price. The purchase
price of an Investment shall equal the amount paid or allocated to the purchase, development, construction or improvement of a
property, inclusive of expenses related thereto, and the amount of debt associated with such Real Estate Asset or investment. The
purchase price allocable for a joint venture investment shall equal the product of (i) the purchase price in the underlying Real
Estate Asset and (ii) the Company’s ownership percentage in the joint venture. For purposes of this section, “ownership
percentage” shall be the percentage of capital stock (or equivalent indicia of ownership) owned by the Company, without regard
to classification of such capital stock. The Advisor shall submit an invoice to the Company following the closing or closings of
each Real Estate Asset or Investment, accompanied by a computation of the Acquisition Fee. The Company shall pay the Acquisition
Fee promptly following receipt of the invoice.


 


     (b)Limitation on Total
Acquisition Fees and Acquisition Expenses. Pursuant to the NASAA REIT Guidelines, the total of all Acquisition Fees, origination
fees, and Acquisition Expenses payable in connection with any Investment shall not exceed 6.0% of the contract purchase price,
as defined in the Articles of Incorporation, of the Investment acquired.


 


     (c)Disposition Fee.
In connection with a Sale of an Investment (except for such Investments that are traded on a national securities exchange) in which
the Advisor or any Affiliate of the Advisor provides a substantial amount of services, as determined by the Independent Directors,
the Company shall pay to the Advisor or its Affiliate a Disposition Fee equal to the lesser of (i) one-half of a Competitive Real
Estate Commission or (ii) 1.5% of the Contract Sales Price of such Investment. Any Disposition Fee payable under this Section 9(c)
may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total real estate commissions (including
such Disposition Fee) paid to all Persons by the Company for the Sale of each Investment shall not exceed 6.0% of the Contract
Sales Price. Substantial assistance in connection with a Sale may include the preparation of an investment package (for example,
for a Sale, a package including a new investment analysis, rent rolls, tenant information regarding credit, a property title report,
an environmental report, a structural report and exhibits) or other such substantial services performed in connection with a Sale.


 






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     (d)Asset Management
Fee. The Advisor shall receive the Asset Management Fee as compensation for services rendered in connection with the day-to-day
management of the Company’s assets and operations. The Asset Management Fee shall be equal to a monthly fee of one-twelfth
of 0.65%, of the higher of (A) the aggregate cost of each Investment the Company acquires, excluding Acquisition Fees and Acquisition
Expenses but including any debt attributable to the asset (including debt encumbering the asset after its acquisition) and other
Investments, provided that, with respect to any Real Estate Assets developed, constructed or improved by the Company, cost for
purposes herein shall include the amount expended by the company for such development, construction or improvement and (B) the
fair market value of each Investment (before non-cash reserves, bad debt and depreciation) as determined by an independent valuation
report, if available; provided, however, that 50% of the Asset Management Fee payable hereunder will not be paid until Stockholders
have received Distributions in an amount equal to at least a 6.0% per annum cumulative, non-compounded return on Invested Capital,
at which time all unpaid portions of the Asset Management Fee shall become due and payable). The Asset Management Fee will be based
only on the portion of the cost or value attributable to the Company’s investment in an asset if the Company does not own
all of an asset. The amount of the Asset Management Fee for each calendar month hereunder shall be calculated as of the last day
of such month and shall be prorated for any partial month.


 


     (e)Property Management
Fee. The Advisor or its Affiliate shall receive a Property Management Fee equal to 4.0% of the monthly gross revenues from
any Real Property it manages, payable monthly. In the alternative, should the Company contract property management services for
certain Real Properties to non-Affiliated third parties, the Advisor shall receive an Oversight Fee equal to 1.0% of monthly gross
revenues of such Real Properties so managed.


 


     (f)Financing Fee.
The Advisor shall receive a Financing Fee equal to 1.0% of the amount made available to the Company under any Loan made available
to it. The Advisor may reallow some or all of this Financing Fee to reimburse third parties with whom it may subcontract to procure
any such Loan.


 


     (g)Exclusion of Certain
Transactions. In the event the Company or the Operating Partnership shall propose to enter into any transaction in which
the Advisor, any Affiliate of the Advisor or any of the Advisor’s directors or officers has a direct or indirect interest,
then such transaction shall be approved by a majority of the members of the Board not otherwise interested in such transaction,
including a majority of the Independent Directors.


 


10. EXPENSES.


 


     (a) In addition to the compensation
paid to the Advisor pursuant to Section 9 hereof, the Company or the Operating Partnership shall pay directly or reimburse the
Advisor for all of the expenses paid or incurred by the Advisor or its Affiliates in connection with the services it provides to
the Company and the Operating Partnership pursuant to this Agreement, including, but not limited to:


 


     (i) Organization and Offering
Expenses other than the Selling Commission and the Dealer Manager Fee; provided, however, that the Company shall not reimburse
the Advisor to the extent such reimbursement would cause the total amount of Organization and Offering Expenses paid by the Company
and the Operating Partnership to exceed 15.0% of the Gross Proceeds raised as of the date of the reimbursement;


 





     (ii) Acquisition Expenses incurred
in connection with the selection and acquisition of Investments subject to the aggregate 6.0% cap on Acquisition Fees, origination
fees, and Acquisition Expenses set forth in Section 9(b);


 


      (iii) the actual cost
of goods and services used by the Company and obtained from entities not affiliated with the Advisor;


 






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      (iv) interest and other
costs for borrowed money, including discounts, points and other similar fees;


 


      (v) taxes and assessments
on income of the Company or Investments;


 


      (vi) costs associated
with insurance required in connection with the business of the Company or by the Board;


 


     (vii) expenses of managing and
operating Investments owned by the Company, whether payable to an Affiliate of the Company or a non-affiliated Person;


 


      (viii) all expenses in
connection with payments to the Directors for attending meetings of the Board and Stockholders;


 


     (ix) expenses associated with
a Listing, if applicable, or with the issuance and distribution of Shares, such as selling commissions and fees, advertising expenses,
taxes, legal and accounting fees, listing and registration fees, and other Organization and Offering Expenses;


 


      (x) expenses connected
with payments of Distributions;


 


     (xi) expenses of organizing, revising,
amending, converting, modifying, or terminating the Company or any subsidiary thereof or the Articles of Incorporation or governing
documents of any subsidiary;


 


     (xii) expenses of maintaining
communications with Stockholders, including the cost of preparation, printing, and mailing annual reports and other Stockholder
reports, proxy statements and other reports required by governmental entities;


 


     (xiii) administrative service
expenses (including (a) personnel costs; provided, however, that no reimbursement shall be made for costs of personnel to the extent
that such personnel perform services in transactions for which the Advisor receives Acquisition Fees, Asset Management Fees, or
Disposition Fees, and (b) the Company’s allocable share of other overhead of the Advisor such as rent and utilities); and


 


      (xiv) audit, accounting
and legal fees.


 


     (b) Expenses incurred by the
Advisor on behalf of the Company and the Operating Partnership and payable pursuant to this Section 10 shall be reimbursed no less
than monthly to the Advisor.


 


     (c) The Advisor shall prepare
a statement documenting the expenses of the Company and the Operating Partnership during each quarter, and shall deliver such statement
to the Company and the Operating Partnership within 45 days after the end of each quarter.


 


     11. OTHER SERVICES. Should
the Board request that the Advisor or any director, officer or employee thereof render services for the Company and the Operating
Partnership other than set forth in Section 3, such services shall be separately compensated at such rates and in such amounts
as are agreed upon by the Advisor and the Board, including a majority of the Independent Directors, subject to the limitations
contained in the Articles of Incorporation, and shall not be deemed to be services pursuant to the terms of this Agreement.


 


     12. REIMBURSEMENT TO THE ADVISOR.
The Company shall not reimburse the Advisor at the end of any fiscal quarter in which Total Operating Expenses for the four consecutive
fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater
of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year. Any Excess Amount
paid to the Advisor during a fiscal quarter shall be repaid to the Company or, at the option of the Company, subtracted from the
Total Operating Expenses reimbursed during the subsequent fiscal quarter. If there is an Excess Amount in any Expense Year and
the Independent Directors determine that such excess was justified based on unusual and nonrecurring factors which they deem sufficient,
then the Excess Amount may be reimbursed to the Advisor at such time as the Advisor, in its sole discretion, requests, provided
that there shall be sent to the Stockholders a written disclosure of such determination, together with an explanation of the factors
the Independent Directors considered in determining that such excess expenses were justified. Such determination shall be reflected
in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with
GAAP applied on a consistent basis.


 






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     13. INTERNALIZATION OF THE ADVISOR.
In the event that the Board determines to internalize any management functions provided by the Advisor, neither the Company
nor the Operating Partnership shall pay any compensation or other remuneration to the Advisor or any Affiliate of the Advisor in
connection with the internalization transaction. The provisions of this Section 13 are not intended to limit any other compensation
or distributions the Company or the Operating Partnership may pay the Advisor in accordance with this Agreement or any other agreement.


 


     14. OTHER ACTIVITIES OF THE
ADVISOR. Nothing herein contained shall prevent the Advisor or any of its Affiliates from engaging in or earning fees from
other activities, including, without limitation, the rendering of advice to other Persons (including other REITs) and the management
of other programs advised, sponsored or organized by the Advisor or its Affiliates; nor shall this Agreement limit or restrict
the right of any director, officer, member, partner, employee, or stockholder of the Advisor or its Affiliates to engage in or
earn fees from any other business or to render services of any kind to any other partnership, corporation, firm, individual, trust
or association and earn fees for rendering such services; provided, however, that the Advisor must devote sufficient resources
to the Company’s business to discharge its obligations to the Company under this Agreement. The Advisor may, with respect
to any investment in which the Company is a participant, also render advice and service to each and every other participant therein,
and earn fees for rendering such advice and service. Specifically, it is contemplated that the Company may enter into joint ventures
or other similar co-investment arrangements with certain Persons, and pursuant to the agreements governing such joint ventures
or arrangements, the Advisor may be engaged to provide advice and service to such Persons, in which case the Advisor will earn
fees for rendering such advice and service.


 


     The Advisor shall report to the
Board the existence of any condition or circumstance, existing or anticipated, of which it has knowledge, which creates or could
create a conflict of interest between the Advisor’s obligations to the Company and its obligations to or its interest in
any other partnership, corporation, firm, individual, trust or association. The Advisor or its Affiliates shall promptly disclose
to the Board knowledge of such condition or circumstance. If the Advisor, Director or Affiliates thereof have sponsored other investment
programs with similar investment objectives which have investment funds available at the same time as the Company, the Advisor
shall inform the Board of the method to be applied by the Advisor in allocating investment opportunities among the Company and
competing investment entities and shall provide regular updates to the Board of the investment opportunities provided by the Advisor
to competing programs in order for the Board (including the Independent Directors) to fulfill its duty to ensure that the Advisor
and its Affiliates use their best efforts to apply such method fairly to the Company.


 


     15. THE BLUEROCK NAME.
The Advisor and its Affiliates have a proprietary interest in the name “Bluerock.” The Advisor hereby grants to the
Company a non-transferable, non-assignable, non-exclusive, royalty-free right and license to use the name “Bluerock”
during the term of this Agreement. Accordingly, and in recognition of this right, if at any time the Company ceases to retain the
Advisor or one of its Affiliates to perform advisory services for the Company, the Company will, promptly after receipt of written
request from the Advisor, cease to conduct business under or use the name “Bluerock” or any derivative thereof and
the Company shall change its name and the names of any of its subsidiaries to a name that does not contain the name “Bluerock”
or any other word or words that might, in the reasonable discretion of the Advisor, be susceptible of indication of some form of
relationship between the Company and the Advisor or any its Affiliates. At such time, the Company will also make any changes to
any trademarks, servicemarks or other marks necessary to remove any references to the word “Bluerock.” Consistent with
the foregoing, it is specifically recognized that the Advisor or one or more of its Affiliates has in the past and may in the future
organize, sponsor or otherwise permit to exist other investment vehicles (including vehicles for investment in real estate) and
financial and service organizations having “Bluerock” as a part of their name, all without the need for any consent
(and without the right to object thereto) by the Company.


 


     16. TERM OF AGREEMENT.
This Agreement shall continue in force until October 14, 2013, subject to an unlimited number of successive one-year renewals upon
mutual consent of the parties.


 






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     17. TERMINATION BY THE PARTIES.
This Agreement may be terminated upon 60 days written notice without Cause and without penalty by the Independent Directors of
the Company or the Advisor. The provisions of Sections 18 through 31 of this Agreement shall survive termination of this Agreement.


 


     18. ASSIGNMENT TO AN AFFILIATE.
This Agreement may be assigned by the Advisor to an Affiliate with the approval of a majority of the Directors (including a majority
of the Independent Directors). The Advisor may assign any rights to receive fees or other payments under this Agreement to any
Person without obtaining the approval of the Directors. This Agreement shall not be assigned by the Company or the Operating Partnership
without the consent of the Advisor, except in the case of an assignment by the Company or the Operating Partnership to a corporation,
limited partnership or other organization which is a successor to all of the assets, rights and obligations of the Company or the
Operating Partnership, in which case such successor organization shall be bound hereunder and by the terms of said assignment in
the same manner as the Company and the Operating Partnership are bound by this Agreement.


 


     19. PAYMENTS TO AND DUTIES OF ADVISOR
UPON TERMINATION.


 


     (a)After the Termination Date,
the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the
Company or the Operating Partnership within 30 days after the effective date of such termination all unpaid reimbursements of expenses
and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement, subject to the 2%/25% Guidelines
to the extent applicable.


 


      (b)The Advisor shall
promptly upon termination:


 


         (i)pay
over to the Company and the Operating Partnership all money collected and held for the account of the Company and the Operating
Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it
is then entitled;


 


       (ii) deliver to the Board a
full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the
period following the date of the last accounting furnished to the Board;


 


       (iii) deliver to the Board
all assets, including all Investments, and documents of the Company and the Operating Partnership then in the custody of the Advisor;
and


 


       (iv) cooperate with
the Company and the Operating Partnership to provide an orderly management transition.


 





     20. INDEMNIFICATION BY THE
COMPANY AND THE OPERATING PARTNERSHIP. The Company and the Operating Partnership shall indemnify and hold harmless the Advisor
and its Affiliates, including their respective directors (the “Indemnitees,” and each an “Indemnitee”),
from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including
reasonable attorneys’ fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed
by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of Maryland, the
Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Notwithstanding the foregoing, the Company
and the Operating Partnership shall not provide for indemnification of an Indemnitee for any loss or liability suffered by such
Indemnitee, nor shall they provide that an Indemnitee be held harmless for any loss or liability suffered by the Company and the
Operating Partnership, unless all of the following conditions are met:


 


     (a) the Indemnitee has determined,
in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating
Partnership;


 


     (b) the Indemnitee was acting
on behalf of, or performing services for, the Company or the Operating Partnership;


 


     (c) such liability or loss was
not the result of negligence or misconduct by the Indemnitee; and


 






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     (d) such indemnification or agreement
to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders.


 


     Notwithstanding the foregoing,
an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any losses, liabilities or expenses arising
from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following
conditions are met:


 


     (a) there has been a successful
adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee;


 


     (b) such claims have been
dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or


 


     (c) a court of competent jurisdiction
approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs
should be made, and the court considering the request for indemnification has been advised of the position of the Securities and
Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company
or the Operating Partnership were offered or sold as to indemnification for violation of securities laws.


 


     In addition, the advancement of
the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as
a result of any legal action for which indemnification is being sought is permissible only if all of the following conditions are
satisfied:


 


     (a) the legal action relates to
acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership;


 


     (b) the legal action is initiated
by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s
capacity as such and a court of competent jurisdiction specifically approves such advancement; and


 


     (c) the Indemnitee undertakes
to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon,
in cases in which such Indemnitee is found not to be entitled to indemnification.


 


     21. INDEMNIFICATION BY ADVISOR.
The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims,
damages, taxes or losses and related expenses including attorneys’ fees, to the extent that such liability, claims, damages,
taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s bad
faith, fraud, intentional misconduct, gross negligence or reckless disregard of its duties; provided, however, that the Advisor
shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given
by the Advisor.


 


     22. NON-SOLICITATION. During
the period commencing on the Effective Date and ending one year following the Termination Date, the Company shall not, without
the Advisor’s prior written consent, directly or indirectly (a) solicit or encourage any person to leave the employment or
other service of the Advisor or its Affiliates; or (b) hire any person within the one year period following the termination of
such person’s employment with the Advisor or its Affiliates. During the period commencing on the date hereof through and
ending one year following the Termination Date, the Company will not, whether for its own account or for the account of any other
Person, intentionally interfere with the relationship of the Advisor or its Affiliates with, or endeavor to entice away from the
Advisor or its Affiliates, any person who during the term of the Agreement is, or during the preceding one-year period, was a tenant,
co-investor, co-developer, joint venturer or other customer of the Advisor or its Affiliates.


 






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     23. NOTICES. Any notice,
report or other communication required or permitted to be given hereunder shall be in writing unless some other method of giving
such notice, report or other communication is required by the Articles of Incorporation, the Bylaws, or accepted by the party
to whom it is given, and shall be given by being delivered by hand, by facsimile transmission, by courier or overnight carrier
or by registered or certified mail to the addresses set forth herein: 


	 	 
	To the Directors and to the Company:	
        Bluerock Multifamily Growth REIT, Inc.

        Heron Tower

        70 East 55th Street, 9th Floor

        New York, NY 10022

        Telephone: (212) 843-1601

        Facsimile: (646) 278-4220

        Attention: Randy I. Anderson, 

           Chief Executive
        Officer

	 
	To the Operating Partnership:	
        Bluerock Multifamily Holdings, L.P.

        c/o Bluerock Multifamily Growth REIT, Inc.

        Heron Tower

        70 East 55th Street, 9th Floor

        New York, NY 10022

        Telephone: (212) 843-1601

        Facsimile: (646) 278-4220

        Attention: Randy I. Anderson, 

        Chief Executive
        Officer

	 
	To the Advisor:	
        Bluerock Multifamily Advisor, LLC

        Heron Tower

        70 East 55th Street, 9th Floor

        New York, NY 10022

        Telephone: (212) 843-1601

        Facsimile: (646) 278-4220

        Attention: Randy I. Anderson, 

         Chief Executive
        Officer



 


      Any party may at any time
give notice in writing to the other parties of a change in its address for the purposes of this Section 23.


 


     24. MODIFICATION. This
Agreement shall not be changed, modified, terminated, or discharged, in whole or in part, except by an instrument in writing signed
by the parties hereto, or their respective successors or assignees.


 


     25. SEVERABILITY. The provisions
of this Agreement are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable
by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.


 


     26. CONSTRUCTION. The provisions
of this Agreement shall be construed and interpreted in accordance with the laws of the State of Maryland.


 


     27. ENTIRE AGREEMENT. This
Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and
supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written,
of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of
performance or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other
than by an agreement in writing.


 






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     28. INDULGENCES, NOT WAIVERS.
Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement
shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any
other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy,
power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect
to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted
such waiver.


 


     29. GENDER. Words used
herein regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular
or plural, and any other gender, masculine, feminine or neuter, as the context requires.


 


     30. TITLES NOT TO AFFECT INTERPRETATION.
The titles of Sections and Subsections contained in this Agreement are for convenience only, and they neither form a part of this
Agreement nor are they to be used in the construction or interpretation hereof.


 


     31. EXECUTION IN COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party
whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become
binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected
hereon as the signatories.


 


[Remainder of page intentionally left
blank]


 






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IN WITNESS WHEREOF, the parties hereto have executed this Third
Amended and Restated Advisory Agreement as of the date and year first written above.





	 	 	 
	 	Bluerock Multifamily Growth REIT, Inc. 
	 	 
	 	By: 	/s/ Randy I. Anderson
	 	Name: 	Randy I. Anderson 
	 	Title: 	Chief Executive Officer 
	 	 
	 	Bluerock Multifamily Holdings, L.P. 
	 	 
	 	By: 	Bluerock Multifamily Growth REIT, Inc., 
	 	 	its General Partner 
	 	 
	 	By: 	/s/ Randy I. Anderson
	 	Name:	Randy I. Anderson 
	 	Title: 	Chief Executive Officer 
	 	 
	 	 
	 	Bluerock Multifamily Advisor, LLC  
	 	 	 
	 	By: 	/s/ Randy I. Anderson
	 	Name: 	Randy I. Anderson
	 	Title: 	Chief Executive Officer


 


 













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