ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES






Securities for Services



Base Management Fee

As previously disclosed in the Form 8-K filed with the Securities and Exchange Commission (the "SEC") on October 6, 2022 by Bluerock Homes Trust, Inc., a Maryland corporation (the "Company"), on October 5, 2022, the Company entered into a Management Agreement (as amended by that certain Amendment to Management Agreement dated January 10, 2023, the "Management Agreement") with its operating partnership, Bluerock Residential Holdings, L.P., a Delaware limited partnership (the "Operating Partnership"), and its external manager, Bluerock Homes Manager, LLC, a Delaware limited liability company (the "Manager"), pursuant to which the Manager administers the business activities and day-to-day operations of the Company. The Management Agreement provides for the quarterly payment of a base management fee to the Manager (the "Base Management Fee") to compensate the Manager for advisory services and certain general management services rendered thereunder, the calculation of which is reviewed by the Company's board of directors (the "Board"), and which is payable either in cash or in long-term incentive plan units of the Operating Partnership ("C-LTIP Units"), at the election of the Board.

The Board, including its independent directors, having reviewed the calculation of the Base Management Fee for the three months ended December 31, 2022 as provided by the Manager, authorized and approved payment of the quarterly installment of the Base Management Fee for the three months ended December 31, 2022 entirely in C-LTIP Units, in a number of C-LTIP Units equal to (i) the dollar amount of the portion of the quarterly installment of the Base Management Fee payable in such C-LTIP Units (calculated by the Manager as $1,787,012), divided by (ii) the average of the closing prices of the Company's Class A common stock, $0.01 par value per share (the "Class A Common Stock"), on the NYSE American on the five business days prior to the date of issuance (the "Q4 Base Management Fee C-LTIP Units").

On February 22, 2023 (the "Issuance Date"), the Manager calculated, as set forth in the Management Agreement, that 85,750 Q4 Base Management Fee C-LTIP Units would be issued to the Manager in payment of the Base Management Fee, and the Operating Partnership issued 85,750 Q4 Base Management Fee C-LTIP Units to the Manager in payment thereof.

The Board authorized the Company, as the General Partner of the Operating Partnership, to cause the Operating Partnership to issue the Q4 Base Management Fee C-LTIP Units to the Manager in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation D. The Manager has a substantive, pre-existing relationship with the Company and is an "accredited investor" as defined in Regulation D.

The Q4 Base Management Fee C-LTIP Units were fully vested upon issuance, and 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 Q4 Base Management Fee C-LTIP Units were held), settled in shares of the Company's Class A Common Stock. The Manager will be entitled to receive "distribution equivalents" with respect to the Q4 Base Management Fee C-LTIP Units at the time distributions are paid to the holders of the Company's Class A Common Stock.

Quarterly Expense Reimbursement

Under the Management Agreement, the Manager is entitled to reimbursement from the Company for documented expenses of the Manager and its affiliates incurred on behalf of the Company, the Operating Partnership, and each of their respective subsidiaries (each, a "Company Entity") that are reasonably necessary for the performance by the Manager of its duties and functions thereunder (collectively, "Reimbursable Expenses"), the calculation of which is reviewed by the Board, and which is payable either in cash or in C-LTIP Units, at the election of the Board.

The Board, including its independent directors, having reviewed the calculation of Reimbursable Expenses for the three months ended December 31, 2022 as provided by the Manager, authorized and approved payment of the quarterly installment of Reimbursable Expenses for the three months ended December 31, 2022 entirely in C-LTIP Units, in a number of C-LTIP Units equal to (i) the dollar amount of the portion of the quarterly installment of Reimbursable Expenses payable in such C-LTIP Units (calculated by the Manager as $363,897), divided by (ii) the average of the closing prices of the Class A Common Stock on the NYSE American on the five business days prior to the Issuance Date (the "Q4 Reimbursement C-LTIP Units").

On the Issuance Date of February 22, 2023, the Manager calculated, as set forth in the Management Agreement, that 17,462 Q4 Reimbursement C-LTIP Units would be issued to the Manager in payment of Reimbursable Expenses, and the Operating Partnership issued 17,462 Q4 Reimbursement C-LTIP Units to the Manager in payment thereof.

The Board authorized the Company, as the General Partner of the Operating Partnership, to cause the Operating Partnership to issue the Q4 Reimbursement C-LTIP Units to the Manager in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation D. The Manager has a substantive, pre-existing relationship with the Company and is an "accredited investor" as defined in Regulation D.

The Q4 Reimbursement C-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 Q4 Reimbursement C-LTIP Units were held), settled in shares of the Company's Class A Common Stock. The Manager will be entitled to receive "distribution equivalents" with respect to the Q4 Reimbursement C-LTIP Units at the time distributions are paid to the holders of the Company's Class A Common Stock.

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