BLUEROCK RESIDENTIAL GROWTH REIT, INC. Up to 20,000,000 Shares of Series T Redeemable Preferred Stock, par value $.01 per share DEALER MANAGER AGREEMENT November 13, 2019Dealer Manager Agreement • November 19th, 2019 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
Bluerock Residential Growth REIT, Inc. a Maryland corporation (the “Company”), has proposed to offer for public sale (the “Offering”) a maximum of 20,000,000 shares of Series T Redeemable Preferred Stock, $0.01 par value per share (collectively, the “Shares,” and each, a “Share”). Shares are to be issued and sold to the public on a “reasonable best efforts” basis through you (the “Dealer Manager”), as the managing dealer, and the broker-dealers participating in the Offering (the “Participating Broker-Dealers”), at a price of $25.00 per Share. The price at which Shares will be offered and sold is subject in certain circumstances to discounts based upon certain categories of purchasers.
TWELFTH AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BLUEROCK RESIDENTIAL HOLDINGS, L.P. DESIGNATION OF NEW SERIES T REDEEMABLE PREFERRED UNITS November 19, 2019Second Amended and Restated Agreement of Limited Partnership • November 19th, 2019 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
Pursuant to Section 4.02 and Article XI of the Second Amended and Restated Agreement of Limited Partnership of Bluerock Residential Holdings, L.P., as amended, (the “Partnership Agreement”), the General Partner hereby amends the Partnership Agreement as follows in connection with the offer and sale of up to 32,000,000 shares of a new Series T Redeemable Preferred Stock (the “Series T Preferred Stock”) of Bluerock Residential Growth REIT, Inc. and the issuance to the General Partner of new Series T Preferred Units (as defined below) in exchange for the contribution by the General Partner of the net proceeds from the issuance and sale of the Series T Preferred Stock:
