ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES. .

As previously disclosed in the Form 8-K filed with the Securities and Exchange Commission (the "SEC") on October 31, 2017 by Bluerock Residential Growth REIT, Inc. (the "Company," "we," "us," or "our"), on October 27, 2017, Bluerock REIT Operator, LLC, a Delaware limited liability company and an indirect subsidiary of the Company ("REIT Operator"), entered into amended and restated employment agreements with each of R. Ramin Kamfar ("Mr. Kamfar"), James G. Babb, III ("Mr. Babb"), Ryan S. MacDonald ("Mr. MacDonald"), Jordan B. Ruddy ("Mr. Ruddy"), and Christopher J. Vohs ("Mr. Vohs"), and an amended and restated services agreement with Michael L. Konig ("Mr. Konig") through his wholly-owned law firm, Konig & Associates, LLC, a New Jersey limited liability company ("K&A"), which agreements set forth the terms and conditions (A) of (i) Mr. Kamfar's service as our Chief Executive Officer and Chairman of our board of directors (the "Kamfar Executive Agreement"), (ii) Mr. Babb's service as our Chief Investment Officer (the "Babb Executive Agreement"), (iii) Mr. MacDonald's service as our Chief Acquisitions Officer (the "MacDonald Executive Agreement"), (iv) Mr. Ruddy's service as our Chief Operating Officer and President (the "Ruddy Executive Agreement"), and (v) Mr. Vohs's service as our Chief Financial Officer and Treasurer (the "Vohs Executive Agreement"), and (B) under which Mr. Konig, through K&A, will serve as our Chief Legal Officer and Secretary (the "Konig Services Agreement," and together with the Kamfar Executive Agreement, the Babb Executive Agreement, the MacDonald Executive Agreement, the Ruddy Executive Agreement, and the Vohs Executive Agreement, the "2017 Executive Agreements." The 2017 Executive Agreements became effective as of October 31, 2017. In addition, on November 5, 2018, REIT Operator entered into an Employment Agreement with Michael DiFranco (such agreement, together with the 2017 Executive Agreements, the "Executive Agreements," and each, an "Executive Agreement"), pursuant to which Mr. DiFranco became an employee of REIT Operator. As previously disclosed in the Form 8-K filed with the SEC on April 5, 2019 by the Company, on April 1, 2019, Mr. DiFranco fully transitioned into his role as Executive Vice President, Operations.

Pursuant to the Executive Agreements, each of Mr. Kamfar, Mr. Babb, Mr. MacDonald, Mr. Ruddy, Mr. Vohs, Mr. DiFranco and K&A is eligible to receive certain annual equity grants of long-term incentive plan units ("LTIP Units") of the Company's operating partnership, Bluerock Residential Holdings, L.P. (the "Operating Partnership," and such equity grants, collectively, the "Executive Awards") pursuant to the Company's Third Amended and Restated 2014 Equity Incentive Plan for Individuals and Third Amended and Restated 2014 Equity Incentive Plan for Entities (together, the "Equity Incentive Plans"). The Executive Agreements provide that grants of Executive Awards will be made annually on January 1 of each year during the term thereof.





Grants of Executive Awards

On January 1, 2020, the Company granted the following Executive Awards to each of Mr. Kamfar, Mr. Babb, Mr. MacDonald, Mr. Ruddy, Mr. Vohs, Mr. DiFranco and K&A under the Equity Incentive Plans:

(a) A time-vested equity award of the following number of LTIP Units (each, an


     "Annual LTIP Award"): 104,791 LTIP Units to Mr. Kamfar; 22,216 LTIP Units to
     Mr. Babb; 41,916 LTIP Units to Mr. MacDonald; 31,437 LTIP Units to Mr. Ruddy;
     6,958 LTIP Units to Mr. Vohs; 8,383 LTIP Units to Mr. DiFranco; and 31,437
     LTIP Units to K&A. Each such Annual LTIP Award will vest and become
     nonforfeitable in three equal installments on each anniversary of grant,
     subject to certain clawback and termination provisions; and

(b) A long term performance equity award of the following number of LTIP Units


     for a three-year performance period, subject to performance criteria and
     targets established and administered by the Compensation Committee of our
     board of directors (each, a "Long Term Performance Award"): 209,582 LTIP
     Units to Mr. Kamfar; 44,431 LTIP Units to Mr. Babb; 83,833 LTIP Units to Mr.
     MacDonald; 62,875 LTIP Units to Mr. Ruddy; 13,916 LTIP Units to Mr. Vohs;
     16,767 LTIP Units to Mr. DiFranco; and 62,875 LTIP Units to K&A. Each such
     Long Term Performance Award will vest and become nonforfeitable effective as
     of the last day of the performance period, subject to certain clawback and
     termination provisions.

Each such Executive Award is evidenced by an LTIP Unit Vesting Agreement.

The LTIP Units granted as Executive Awards to each of Mr. Kamfar, Mr. Babb, Mr. MacDonald, Mr. Ruddy, Mr. Vohs, Mr. DiFranco and K&A were issued in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation D thereunder for transactions not involving any public offering. No general solicitation or advertising occurred in connection with the issuance and sale of these securities. Such LTIP Units 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 LTIP Units were held), settled in shares of the Company's Class A common stock (the "Class A Common Stock") on a one-for-one basis. From the date of grant, holders of LTIP Units granted as Executive Awards will be entitled to receive "distribution equivalents" at the time distributions are paid to the holders of the Company's Class A Common Stock; provided, that (i) solely with respect to LTIP Units granted as part of Long Term Performance Awards, distributions will be paid at a rate of ten percent (10%) of the distributions otherwise payable with respect to such LTIP Units until the last day of the three-year performance period (or the date of forfeiture, if earlier); and (ii) with respect to each LTIP Unit granted as part of a Long Term Performance Award that becomes fully vested in accordance with the terms of the applicable Executive Agreement, the holder will be entitled to receive, as of the date of such vesting, a single cash payment equal to the distributions payable with respect to each such LTIP Unit back to the date of grant, minus the distributions already paid on each such LTIP Unit in accordance with clause (i), in each case subject to certain potential limitations on distributions set forth in the limited partnership agreement of our Operating Partnership.





Board Compensation

On January 1, 2020, the Company granted 7,126 LTIP Units to each of Elizabeth Harrison, Kamal Jafarnia, I. Bobby Majumder, and Romano Tio, the non-employee members of the Company's board of directors, in payment of the equity portion of their respective annual retainers (such grants, collectively, the "Director Grants"). The LTIP Units issued as Director Grants were issued pursuant to the Individuals Plan. Each such Director Grant is evidenced by an LTIP Unit Award Agreement.

The issuances of LTIP Units as Director Grants were made in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation D thereunder for transactions not involving any public offering. No general solicitation or advertising occurred in connection with the issuance and sale of these securities. Such LTIP Units were 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 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 the Company's Class A Common Stock on a one-for-one basis. From the date of grant, holders of such LTIP Units will be entitled to receive "distribution equivalents" at the time distributions are paid to the holders of the Company's Class A Common Stock.

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