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 February 9, 2021, the BRRE Entities provided the Board with the calculation of the Quarterly ASA Reimbursement for the three months ended December 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 December 31, 2020 entirely in LTIP Units, with such LTIP Units to vest and become nonforfeitable on the first anniversary of the Issuance Date (as hereinafter defined).

The Board, including its independent directors, further approved the issuance by the Operating Partnership to the BRRE Entities, on February 16, 2021 (five business days following February 9, 2021) (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 $205,930.11), divided by (ii) the volume weighted average price per share of the Company's Class A common stock, $0.01 par value per share (the "Class A Common Stock"), on the NYSE American on the twenty (20) trading days prior to the Issuance Date (the "Q4 ASA Reimbursement LTIP Units"), in payment of the Quarterly ASA Reimbursement.

On the Issuance Date of February 16, 2021, the BRRE Entities calculated, as set forth in the Administrative Services Agreement, that 18,455 Q4 ASA Reimbursement LTIP Units would be issued to the BRRE Entities in payment of the Quarterly ASA Reimbursement, and the Operating Partnership issued 18,455 Q4 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 Q4 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 Q4 ASA Reimbursement LTIP Units shall vest and become nonforfeitable on the first anniversary of the Issuance Date, and may convert to units of limited partnership interest in the Operating Partnership ("OP Units") upon reaching capital account equivalency with the OP Units held by the Company, and may then be redeemed for cash or, at the option of the Company and after a one year holding period (including any period during which the Q4 ASA Reimbursement LTIP Units were held), settled in shares of Class A Common Stock. The BRRE Entities will be entitled to receive "distribution equivalents" with respect to the Q4 ASA Reimbursement LTIP Units at the time distributions are paid to the holders of 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 February 9, 2021, the BRRE Entities provided the Board with the calculation of the Quarterly CSA Reimbursement for the three months ended December 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 December 31, 2020 entirely in LTIP Units, with such LTIP Units to vest and become nonforfeitable on the first anniversary of the Issuance Date.

The Board, including its independent directors, further approved the issuance by the Operating Partnership to the BRRE Entities, on the Issuance Date of February 16, 2021, 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 $191,011.73), divided by (ii) the volume weighted average price per share of Class A Common Stock on the NYSE American on the twenty (20) trading days prior to the Issuance Date (the "Q4 CSA Reimbursement LTIP Units"), in payment of the Quarterly CSA Reimbursement.

On the Issuance Date of February 16, 2021, the BRRE Entities calculated, as set forth in the Cost-Sharing Agreement, that 17,118 Q4 CSA Reimbursement LTIP Units would be issued to the BRRE Entities in payment of the Quarterly CSA Reimbursement, and the Operating Partnership issued 17,118 Q4 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 Q4 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 Q4 CSA Reimbursement LTIP Units shall vest and become nonforfeitable on the first anniversary of the Issuance Date, and may convert to OP Units upon reaching capital account equivalency with the OP Units held by the Company, and may then be redeemed for cash or, at the option of the Company and after a one year holding period (including any period during which the Q4 CSA Reimbursement LTIP Units were held), settled in shares of Class A Common Stock. The BRRE Entities will be entitled to receive "distribution equivalents" with respect to the Q4 CSA Reimbursement LTIP Units at the time distributions are paid to the holders of Class A Common Stock.

Quarterly Payment of Certain Salaries in Equity

As previously disclosed in the Form 10-K filed by the Company with the Securities and Exchange Commission (the "SEC") on February 24, 2020, the amended and restated employment agreements with each of R. Ramin Kamfar ("Mr. Kamfar") and Jordan B. Ruddy ("Mr. Ruddy") set forth, respectively, the terms and conditions of Mr. Kamfar's service as our Chief Executive Officer and Chairman of our Board of Directors, and Mr. Ruddy's service as our Chief Operating Officer and President, and provide that each of Messrs. Kamfar and Ruddy will receive an annual base salary in an amount to be determined annually by the compensation committee (the "Compensation Committee") of the Board, subject to certain minimum amounts (collectively, the "Base Salaries," and each, a "Base Salary"). For the fiscal year ending December 31, 2021, the Compensation Committee approved a Base Salary for Mr. Kamfar of $600,000, and a Base Salary for Mr. Ruddy of $350,000. The Compensation Committee further approved, and each of Mr. Kamfar and Mr. Ruddy formally elected and agreed to receive, and the Company agreed to pay, (a) 98.0% of the Base Salary of Mr. Kamfar for the fiscal year ending December 31, 2021, and (b) (i) 83.0% of the Base Salary of Mr. Ruddy for such fiscal year , in Company equity rather than in cash, as follows:

1. On February 16, 2021 (the "Q1 LTIP Date of Grant"), the Company granted (a) to

Mr. Kamfar, 11,459 LTIP Units in payment of 98.0% of the portion of the Base
    Salary payable to Mr. Kamfar for the period from January 1, 2021 through March
    31, 2021, and (b) to Mr. Ruddy, 7,738 LTIP Units in payment of 83.0% of the
    portion of the Base Salary payable to Mr. Ruddy for such period; in each case,
    as a grant of equity incentive compensation under the Company's Fourth Amended
    and Restated 2014 Equity Incentive Plan for Individuals (the "Plan") in the
    form of LTIP Units, with the remainder, in each case, payable in cash. The
    number of LTIP Units granted to each of Mr. Kamfar and Mr. Ruddy on the Q1
    LTIP Date of Grant was determined by dividing the dollar value of each such
    grant by the volume-weighted average closing price per share of Class A Common
    Stock for the twenty (20) trading days preceding the Q1 LTIP Date of Grant.
    Each such grant to each of Messrs. Kamfar and Ruddy was evidenced by an LTIP
    Unit Vesting Agreement. Each LTIP Unit so granted will become vested and
    nonforfeitable on the first anniversary of the Q1 LTIP Date of Grant, and was
    issued in accordance with, and will be subject to, the terms of the Plan.

2. For each of the periods from (a) April 1, 2021 through June 30, 2021; (b) July


    1, 2021 through September 30, 2021; and (c) October 1, 2021 through December
    31, 2021, (i) 98.0% of the portion of the Base Salary payable to Mr. Kamfar
    for each such period, and (ii) 83.0% of the Base Salary of Mr. Ruddy for each
    such period, will each be payable as a grant of equity incentive compensation
    under the Plan in the form of LTIP Units, with the remainder, in each case,
    payable in cash. Such grants and cash payments will be made on a quarterly
    basis, expected to occur in mid-May 2021, mid-August 2021, and mid-November
    2021 (each, an "LTIP Date of Grant"). The number of LTIP Units to be granted
    to each of Mr. Kamfar and Mr. Ruddy on each such LTIP Date of Grant will be
    determined by dividing the dollar value of each such grant by the
    volume-weighted average closing price per share of Class A Common Stock for
    the twenty (20) trading days preceding the applicable LTIP Date of Grant. Each
    such grant to each of Messrs. Kamfar and Ruddy will be evidenced by an LTIP
    Unit Vesting Agreement. Each LTIP Unit so granted will become vested and
    nonforfeitable on the first anniversary of the applicable LTIP Date of Grant,
    and will be issued in accordance with, and will be subject to, the terms of
    the Plan.

The LTIP Units so granted may convert to OP Units upon reaching capital account equivalency with the OP Units held by the Company, and may then be redeemed for cash or, at the option of the Company and after a one year holding period (including any period during which the LTIP Units were held), settled in shares of Class A Common Stock.

The payment of the Base Salaries to each of Mr. Kamfar and Mr. Ruddy primarily in Company equity rather than in cash reflects a change in the form of payment only, and did not affect the amounts of Mr. Kamfar and Mr. Ruddy's respective Base Salaries for the fiscal year ending December 31, 2021 as set by the Compensation Committee as part of the Company's overall executive compensation program for 2021.




ITEM 5.02  DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
           APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
           OFFICERS

The information set forth above under Item 3.02 of this report is hereby incorporated by reference into this Item 5.02.

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