ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.





Securities for Services

Quarterly Reimbursement under Administrative Services Agreement

On October 31, 2017, Bluerock Residential Growth REIT, Inc. (the "Company") entered into an Administrative Services Agreement (the "Administrative Services Agreement") with Bluerock Residential Holdings, L.P. (the "Operating Partnership"), Bluerock TRS Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Operating Partnership (the "OP Sub"), and Bluerock REIT Operator, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (the "REIT Operator," and collectively with the Company, the Operating Partnership and the OP Sub, the "Company Parties," and each, a "Company Party"), and Bluerock Real Estate, L.L.C., a Delaware limited liability company ("BRRE") and its affiliate, Bluerock Real Estate Holdings, LLC, a Delaware limited liability company ("BREH," and together with BRRE, the "BRRE Entities"). Pursuant to the Administrative Services Agreement, the BRRE Entities provide the Company with certain human resources, investor relations, marketing, legal and other administrative services (the "Services") to facilitate the transition of the Company's management of its operations, and enable the Company to benefit from operational efficiencies created by access to such Services, following the internalization of the Company's management. Under the Administrative Services Agreement, the BRRE Entities are each entitled to quarterly reimbursement by the Company Parties for all costs incurred in performing the Services (each, a "Quarterly ASA Reimbursement"), the calculation of which is reviewed by the Company's board of directors (the "Board"), and which is payable either in cash or in long-term incentive plan units of the Operating Partnership ("LTIP Units"), at the election of the Board.

On May 5, 2020, the BRRE Entities provided the Board with the calculation of the Quarterly ASA Reimbursement for the three months ended March 31, 2020. The Board, including its independent directors, having reviewed such calculation, authorized and approved payment of the Quarterly ASA Reimbursement for the three months ended March 31, 2020 entirely in LTIP Units.

The Board, including its independent directors, further approved the issuance by the Operating Partnership to the BRRE Entities, on May 12, 2020 (five business days following May 5, 2020) (the "Issuance Date"), of a number of LTIP Units equal to (i) the dollar amount of the portion of the Quarterly ASA Reimbursement payable in such LTIP Units (calculated by the BRRE Entities as $229,404.52), divided by (ii) the volume weighted average price per share of the Company's Class A common stock, $0.01 par value per share, on the NYSE American on the twenty (20) trading days prior to the Issuance Date (the "Q1 ASA Reimbursement LTIP Units"), in payment of the Quarterly ASA Reimbursement.

On the Issuance Date of May 12, 2020, the BRRE Entities calculated, as set forth in the Administrative Services Agreement, that 38,515 Q1 ASA Reimbursement LTIP Units would be issued to the BRRE Entities in payment of the Quarterly ASA Reimbursement, and the Operating Partnership issued 38,515 Q1 ASA Reimbursement LTIP Units to the BRRE Entities in payment thereof.

The Board authorized the Company, as the General Partner of the Operating Partnership, to cause the Operating Partnership to issue the Q1 ASA Reimbursement LTIP Units to the BRRE Entities in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation D. Each of the BRRE Entities has a substantive, pre-existing relationship with the Company and is an "accredited investor" as defined in Regulation D.

The Q1 ASA Reimbursement LTIP Units shall be fully vested upon issuance, and may convert to OP Units upon reaching capital account equivalency with the OP Units held by the Company, and may then be settled in shares of the Company's Class A common stock. The BRRE Entities will be entitled to receive "distribution equivalents" with respect to the Q1 ASA Reimbursement LTIP Units at the time distributions are paid to the holders of the Company's Class A common stock.

Quarterly Reimbursement under Leasehold Cost-Sharing Agreement

On February 15, 2019, the Company entered into a Leasehold Cost-Sharing Agreement (the "Cost-Sharing Agreement") with the BRRE Entities with respect to the corporate space subleased by the Company and the BRRE Entities (the "Sublease") located at 1345 Avenue of the Americas, New York, New York (the "NY Premises"), which serves as the Company's headquarters. The Sublease permits the Company, the BRRE Entities and certain of their respective subsidiaries and/or affiliates to share occupancy of the NY Premises. The Cost-Sharing Agreement provides for the allocation and sharing between the Company and the BRRE Entities of the costs under the Sublease, including costs associated with tenant improvements (collectively, "Sublease Costs").

Pursuant to the Cost-Sharing Agreement, the BRRE Entities are entitled to quarterly reimbursement by the Company for the Company's share of Sublease Costs attributable to such quarter (each, a "Quarterly CSA Reimbursement"), the calculation of which is reviewed by the Board, and which is payable either in cash or in LTIP Units, at the election of the Board.

On May 5, 2020, the BRRE Entities provided the Board with the calculation of the Quarterly CSA Reimbursement for the three months ended March 31, 2020. The Board, including its independent directors, having reviewed such calculation, authorized and approved payment of the Quarterly CSA Reimbursement for the three months ended March 31, 2020 entirely in LTIP Units.

The Board, including its independent directors, further approved the issuance by the Operating Partnership to the BRRE Entities, on the Issuance Date of May 12, 2020, of a number of LTIP Units equal to (i) the dollar amount of the portion of the Quarterly CSA Reimbursement payable in such LTIP Units (calculated by the BRRE Entities as $209,473.09), divided by (ii) the volume weighted average price per share of the Company's Class A common stock, $0.01 par value per share, on the NYSE American on the twenty (20) trading days prior to the Issuance Date (the "Q1 CSA Reimbursement LTIP Units"), in payment of the Quarterly CSA Reimbursement.

On the Issuance Date of May 12, 2020, the BRRE Entities calculated, as set forth in the Cost-Sharing Agreement, that 35,170 Q1 CSA Reimbursement LTIP Units would be issued to the BRRE Entities in payment of the Quarterly CSA Reimbursement, and the Operating Partnership issued 35,170 Q1 CSA Reimbursement LTIP Units to the BRRE Entities in payment thereof.

The Board authorized the Company, as the General Partner of the Operating Partnership, to cause the Operating Partnership to issue the Q1 CSA Reimbursement LTIP Units to the BRRE Entities in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation D. Each of the BRRE Entities has a substantive, pre-existing relationship with the Company and is an "accredited investor" as defined in Regulation D.

The Q1 CSA Reimbursement LTIP Units shall be fully vested upon issuance, and may convert to OP Units upon reaching capital account equivalency with the OP Units held by the Company, and may then be settled in shares of the Company's Class A common stock. The BRRE Entities will be entitled to receive "distribution equivalents" with respect to the Q1 CSA Reimbursement LTIP Units at the time distributions are paid to the holders of the Company's Class A common stock.

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