Included in both the Russell 2000 & 3000 Indexes

The security investment described herein relates solely to BRG s Series B Preferred Stock and Warrants, non-traded securities of BRG which have not been listed on any national exchange. The risks and rewards of investing in the Series B Preferred Stock and Warrants are separate and distinct from an investment in BRG s common stock listed on the NYSE American. This is neither an offer to sell nor a solicitation of an offer to buy the securities described herein. An offering is made only by the prospectus. This sales and advertising literature must be read in conjunction with the prospectus in order to understand fully all of the implications and risks of the offering of securities to which it relates. A copy of the prospectus must be made available to you in connection with this offering. Neither the Attorney-General of the State of New York nor any other State regulators have passed on or endorsed the merits of this offering. Any representation to the contrary is unlawful. Included in both the Russell 2000 & 3000 Indexes

Series B Redeemable Preferred Stock & Warrants Bluerock Residential Growth REIT Inc., a Real Estate Investment Trust (REIT) whose common stock is listed on the New York Stock Exchange (NYSE American: BRG), is offering its series B Redeemable Preferred Stock with the following features and benefits: 6% Annual Dividend Paid Monthly* Senior Position to Common Stock Liquidity Shareholder Options** Equity Appreciation Potential with Included BRG Warrant Investor-Focused Fee Structure Full Investment (Stated Value) on Client Statement & Full Elimination of Acquisition and Ongoing Real Estate Fees Offering Summary Offering Type: One unit = 1 share of Series B Redeemable Preferred Stock plus 1 Warrant exercisable for 20 shares of Class A Common Stock Offering Size: $500,000,000 maximum Price per Unit: Brokerage Accounts : $1,000*** Advisory Accounts / RIA: $930*** Minimum investment of $5,000 (e.g. 5 units) then $1,000 increments ***Client account statements reflect $1,000 Stated Value. Series B Redeemable Preferred Stock Dividend: Paid Monthly* Brokerage Accounts: 6.00% annualized dividend; ($1,000 Unit price) Advisory Accounts/RIA: 6.45% annualized dividend ($930 Unit price) Stated Value: $1,000 per share Shareholder Redemption Option as follows:** Upon issuance, for Stated Value, less a 13% redemption fee (Redemption at par upon death); After 1 year, for Stated Value, less a 10% redemption fee; After 3 years, for Stated Value, less a 5% redemption fee; After 4 years, for Stated Value, less a 3% redemption fee; and After 5 years, for Stated Value. Company Redemption Option: After 2 years, BRG may redeem for Stated Value Common Stock Warrant Terms Exercisability: Commencing 1 year following and ending 4 years from date of issuance Conversion Ratio: 20 shares per Warrant Strike Price: Per Share, 120% of the price of BRG Class A common stock at time of issuance (based on 20 prior tracking days volume weighted average price, subject to a minimum strike price of $10.00 per share) Transferability: Detachable and fully transferable There can be no assurance that any investment strategy will achieve its objectives, generate profits or avoid losses. 2 * Dividends have been paid on our Class A common stock since May 5, 2014 through the quarter ended September 30, 2018. Through December 31, 2017, such dividends have been declared and paid on a monthly basis at a quarterly rate of $0.29 per share. Effective January 1, 2018, the common stock dividend was reduced to a quarterly rate of $0.1625 per share. From May 5, 2014 through September 30, 2018, we have paid total common stock dividends, including dividends reinvested through our dividend reinvestment plan, of $90,708,972, of which on a cumulative basis, approximately 11% were paid from sources other than cash flows from operations, including from the proceeds of our equity offerings. In addition, the Company has issued Series A preferred stock, Series B Redeemable Preferred Stock, Series C preferred stock and Series D preferred stock. The Series A preferred stock carries an 8.25% stated dividend rate, the Series B Redeemable Preferred Stock carries a 6.00% stated dividend rate, the Series C preferred stock carries a 7.625% stated dividend rate and the Series D preferred stock carries a 7.125% stated dividend rate. From May 5, 2014 through September 30, 2018, we have paid total preferred stock dividends of $61,292,436, all of which were paid from cash flows from operations. We make no guarantee that we will make distributions. ** Under Maryland law, redemption may be prohibited if BRG is insolvent. If we experience significant liquidity problems, we may not be able to fulfill our obligation to redeem Series B preferred stock when submitted for redemption. Redemptions may be paid in cash or in equal value of shares of the Company s Class A Common Stock at the discretion of the Company. Holder s estate may redeem for Stated Value if holder dies during first two years following date of issuance. Redemption price includes an amount equal to any accrued but unpaid dividends.

About Bluerock Residential Growth REIT ( BRG ) BRG is a publicly traded real estate investment trust (REIT) that acquires institutional quality, Class A apartment properties in growth markets across the United States. With approximately 13,500 units and nearly $1.9 billion in property assets, BRG seeks to maximize returns through investments where we believe we can drive substantial growth in funds from operations and net asset value. There can be no assurance that any investment strategy will achieve its objectives, generate profits or avoid losses. Investment Strategy Leveraging Network Members in High Growth Markets BRG invests primarily with members of its Network, which allows it to draw on the collective market knowledge of some of the nation s leading private apartment owner/operators who may invest alongside BRG (generally < 20%) to create a better alignment of interest for BRG shareholders. BRG Offers: A network with some of the largest, leading apartment operators in the nation with more than 500,000 apartment units under management Decades of experience and local market knowledge within BRG s selected target markets Extensive operational infrastructure to deliver best-in-class execution across multiple markets without the cost and logistical burdens to BRG 3.00% 2.00% 1.00% BRG Targeting Growth Markets1 2 2.71% 2.00% 69% 18% 1.60% 1.70% BRG focuses on demographically attractive growth markets which it defines as markets characterized by growing population and job growth. Employment growth is highly correlated with apartment demand; therefore, BRG believes that selecting markets with job growth significantly above the national average will provide high potential for increase rental demand leading to revenue growth and attractive risk-adjusted returns. BRG selects and continuously evaluates its target markets for strong rentership characteristics which include areas with: High populations of a young, educated workforce with a high density of renters by choice Jobs of the future such as health care and technology that lead to employment growth Growing economic base driven by the presence of technology centers, major colleges and universities, health care, trade, next-generation manufacturing, government industries, and modern transportation facilities and networks Areas with abundant recreation, leisure, cultural, and entertainment options which foster population retention and growth Network Member Experience 500,000+ Total Units Under Management 0.00% U.S. Employment Growth Rate BRG Target Market Projected Median Household Income Growth Rate Bluerock Selected Network Members NETWORK MEMBER GREYSTAR BELL PROPERTIES CARROLL CWS CAPITAL PARTNERS TRAMMELL CROW AS OF SEPTEMBER 2018 UNITS 418,000 58,000 32,000 26,000 15,750 Operating Properties Development Properties Existing BRG Markets Target BRG Markets Additional Network Member Markets (1) Source: Bureau of Labor Statistics (2) Projected median household income annualized growth 2018-2023 ARIZONA Phoenix COLORADO Denver TEXAS Dallas/Ft. Worth Austin San Antonio Houston Nashville Charlotte TENNESSEE SOUTH CAROLINA Birmingham Atlanta ALABAMA GEORGIA FLORIDA Northern Virginia VIRGINIA Tampa Sarasota Naples Daytona Orlando NORTH CAROLINA Raleigh Ft. Lauderdale 3

Why Invest in Apartments? Future Supply/Demand Imbalance A new study concludes that the U.S. will need 4.6 million apartment units by 2030. Current supply trends indicate that just over three million units will be delivered during that time, leading to an imbalance. Projected National Apartment Demand PROJECTED CUMULATIVE DEMAND PROJECTED CUMULATIVE SUPPLY 5.0 4.0 3.0 2.0 1.0 MILLIONS OF UNITS 0.0 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Source: NMHC U.S. Apartment Demand - A Forward Look, May 2017 Supply Shortfall Recent apartment construction was backfilling well below average single-family completions. 2,500 Shortage of Total Housing Completions HOUSING UNITS (THOUSANDS) 2,000 1,500 1,000 500 0 1968 1969 1971 1972 1974 1975 1977 1978 1980 1981 1983 1984 1986 1987 1989 1990 1992 1993 1995 1996 1998 1999 2001 2002 2004 2004 2005 2007 2008 2010 2010 2011 2013 2014 2015 2016 2017 SINGLE-FAMILY COMPLETIONS HISTORIC AVERAGE (1968-2007 = 1.5 MILLION COMPLETIONS) MULTIFAMILY (2+) COMPLETIONS 4 Sources: Freddie Mac 2018 Mid-year Outlook

High Rentership Amongst Younger Cohorts The largest declines in homeownership are among the youngest cohorts exhibiting their high propensity to rent. Percentage Decline in Home Ownership Rate from Peak Quarter: 2000-2Q 2018 (by age group) 0.0% Under 35 35-44 45-54 55-64 65+ (5.0%) (4.6%) (10.0%) (8.8%) (8.9%) (15.0%) (20.0%) (16.3%) (14.4%) Largest Declines in Youngest Cohorts Sources: BTIG Equity Research, October 4, 2018 Favorable Market Outlook Robust apartment market conditions are expected to continue nationally with Axiometrics projecting an average occupancy rate of 94.75% and effective rent growth of 16.0% through 2023. National Apartment Market Trends MONTHLY EFFECTIVE RENT PER UNIT $1,600 $1,500 $1,400 $1,300 $1,200 $1,100 $1,000 $900 $800 97.0% 96.0% 95.0% 93.0% 92.0% 91.0% 90.0% OCCUPANCY RATE Q1 2010 Q4 2010 Q3 2011 Q2 2012 Q1 2013 Q4 2013 Q3 2014 Q2 2015 Q1 2016 Q4 2016 Q3 2017 Q2 2018 Q1 2019 Q4 2019 Q3 2020 Q2 2021 Q1 2022 Q4 2022 Q3 2023 PROJECTED CURRENT PERIOD EFFECTIVE RENT CURRENT PERIOD OCCUPANCY Sources: Axiometrics Q3 2018 National Trend Report 5

New Class A Portfolio - BRG Sample Properties Roswell City Walk Alexan Southside Park & Kingston Wesley Village Location: Roswell, Georgia Year Built: 2015 BRG Ownership: 98% Location: Houston, Texas Year Built: 2018 Preferred Equity Investment Location: Charlotte, North Carolina Year Built: 2014 Location: Charlotte, North Carolina Year Built: 2010 Preserve at Henderson Beach Location: Destin, FL Year Built: 2010 Arium Palms Location: Orlando, Florida Year Built: 2007 Sovereign Apartments Location: Fort Worth, Texas Year Built: 2015 BRG Ownership: 95% Ashton Reserve Location: Charlotte, North Carolina Year Built: 2013 2015 Bluerock Leadership Bluerock is a private asset management and investment firm based in New York, NY whose senior management team has an average of over 30 years each investing experience and has helped launch several leading real estate private and public company platforms. Bluerock s key principals have been involved with sourcing, structuring and acquiring over 35 million square feet of real estate, with approximately $10 billion in value during three major market cycles. Bluerock has acquired/developed approximately 112 real estate properties, including approximately 80 apartment properties comprising over 24,000 apartment units, representing approximately 28 million combined square feet across 14 states and over $5.3 billion in acquisition value. Formed in 2002 35,000+ $3.7 billion over $5.3 billion 6

Risk Factors An investment in Bluerock Residential Growth REIT, Inc. ( BRG ) involves a high degree of risk. See the Risk Factors sections of the Prospectus Supplement and the accompanying Prospectus for a discussion of material risks related to an investment in our Series B Redeemable Preferred Stock and Warrants, which include, but are not limited to, the following: There is limited liquidity and no public market for the Series B Redeemable Preferred Stock or Warrants and we do not intend to list them on a securities exchange. If our Class A common stock is no longer listed on the NYSE American or another national securities exchange, we would be required to terminate the offering and could result in our raising gross proceeds substantially less than if the maximum offering is sold. Distributions paid from sources other than cash flow or funds from operations may constitute a return of capital and reduce investor returns. Rates of distribution to you may not be indicative of our operating results. We make no guarantee that we will make distributions. Our management has broad discretion over the use of proceeds from the offering of the Series B Redeemable Preferred Stock and Warrants, and investors will not be able to evaluate the economic or other merits of our investments made with such proceeds prior to our making them. There are substantial conflicts of interest between us and our affiliates, including conflicts arising out of allocation of personnel to our activities, allocation of investment opportunities between us and investment vehicles of our affiliates, the purchase or sale of apartment properties, that might result in investment decisions that are not in the best interests of our stockholders. Upon the sale of any individual property, holders of Series B Redeemable Preferred Stock generally do not have a priority over holders of our common stock regarding return of capital. Our charter contains various restrictions on the ownership and transfer of our securities. After two years from the date of original issuance, we will be able to redeem the outstanding shares of Series B Redeemable Preferred Stock, without your consent, at 100% of the Stated Value per share, plus any accrued and unpaid dividends. Maintenance of our exemption from registration under the Investment Company Act of 1940 and our REIT qualification impose significant limitations on our operations. Holders of the Series B Redeemable Preferred Stock will have no voting rights or control over changes in our policies and operations. Our board of directors may approve changes to our policies without your approval. Our qualification as a REIT depends upon our satisfaction of numerous regulatory limitations and qualifications. We may fail to maintain our qualification as a REIT, which would result in higher taxes for us and reduced cash available for distribution to our stockholders. Summary of Fees and Expenses: Investors will be subject to the following Fees and Expenses as part of the Offering: selling commissions, dealer manager fee, and other offering expenses. Please see the Prospectus Supplement and the accompanying Prospectus for a complete listing of all Fees and Expenses related to the Offering. BRG has filed a registration statement on Form S-3 (No. 333-224990, the Registration Statement ) with the Securities and Exchange Commission (the SEC ), including a prospectus (the Prospectus ), with respect to the securities we may offer and sell from time to time, and has further filed with the SEC a prospectus supplement relating to the offering of the Series B Redeemable Preferred Stock and the Warrants (the Prospectus Supplement ). A copy of the Prospectus Supplement and the accompanying Prospectus must be made available to you in connection with the offering of the Series B Redeemable Preferred Stock and the Warrants, and must be read in conjunction with these materials in order to fully understand the risks of an investment in the offering. This material contains forward-looking statements that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of BRG s business, financial condition, liquidity, results from operations, plans and objectives. These forward- looking statements are based on BRG s beliefs, assumptions and expectations of its future performance, taking into account all information currently available to us. You should not place undue reliance on these forward-looking statements. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to BRG, and we cannot guarantee that we will achieve any or all of these expectations. 7

Pictured (left to right): Links at Plum Creek Castle Rock, CO BRG Ownership: 88% Sands Parc Daytona Beach, FL James on South First Austin, TX BRG Ownership: 90% Front cover: Alexan City Centre Houston, TX BRG has a Preferred Equity/Mezzanine Investment in this Property Securities offered through: Bluerock Capital Markets LLC Member FINRA/SIPC Affiliated with Bluerock Real Estate, LLC Bluerock Real Estate 2018. All rights reserved V-18-XXX