3,448,276 Shares BLUEROCK RESIDENTIAL GROWTH REIT, INC. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 1st, 2014 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “Company”), together with Bluerock Residential Holdings, L.P., a Delaware limited partnership (the “Operating Partnership” and together with the Company, the “Transaction Entities”) and BRG Manager, LLC, a Delaware limited liability company (the “Manager”), agrees with Wunderlich Securities, Inc., as the representative (the “Representative”) of the several Underwriters named in Schedule A hereto (collectively, the “Underwriters”) to issue and sell to the several Underwriters 3,448,276 shares (the “Firm Shares”) of its Class A common stock, par value $0.01 per share (the “Common Stock”), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 517,241 additional shares of its Common Stock (the “Optional Shares”) as set forth below. The Firm Shares and the Optional Shares are herein collectively called the “Offered Shares.” Pursuant to the Second Amended an
