BLUEROCK RESIDENTIAL GROWTH REIT, INC. Up to $150,000,000 of Units, consisting of 150,000 Shares of Series B Redeemable Preferred Stock, par value $.01 per share, and Warrants to Purchase 3,000,000 shares of Class A Common Stock DEALER MANAGER...Dealer Manager Agreement • December 22nd, 2015 • 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 $150,000,000 of Units, consisting of 150,000 Shares of Series B Redeemable Preferred Stock, $0.01 par value per share (the “Series B Redeemable Preferred Stock”), and Warrants to purchase 3,000,000 Shares of Class A Common Stock (the “Warrants,” and together with the Series B Redeemable Preferred Stock, the “Units”). Each Unit consists of (i) one share of Series B Redeemable Preferred Stock, with a liquidation preference of $1,000 per share, and (ii) one Warrant to purchase 20 shares of Class A common stock, $0.01 par value per share (each a “Class A Share”). The Units are to be issued and sold to the public on a “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 $1,000.00 per Unit. The price at which Units will
Bluerock Residential Growth REIT, Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent Warrant Agreement Dated as of December 17, 2015Warrant Agreement • December 22nd, 2015 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
WARRANT AGREEMENT dated as of December 17, 2015 (this “Agreement”), between Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • December 22nd, 2015 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • New York
THIS SUBSCRIPTION ESCROW AGREEMENT dated as of December 17, 2015 (this “Agreement”), is entered into among Bluerock Capital Markets, LLC (the “Dealer Manager”), Bluerock Residential Growth REIT, Inc. (the “Company”) and UMB Bank, National Association, a national banking association, as escrow agent (the “Escrow Agent”).
SECOND AMENDMENT TO THESecond Amended and Restated Agreement of Limited Partnership • December 22nd, 2015 • 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 by the First Amendment thereto, (the “Partnership Agreement”), the General Partner hereby amends the Partnership Agreement as follows in connection with the offer and sale of up to 150,000 units (the “REIT Units”), consisting of 150,000 shares of Series B Redeemable Preferred Stock (the “Series B Preferred Stock”) of Bluerock Residential Growth REIT, Inc., and warrants entitling holders to purchase 3,000,000 shares of Common Stock (as defined below), and the issuance to the General Partner of Series B 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 REIT Units attributable to the Series B Preferred Stock:
