Common use of Sales Commissions; Disposition Fee Clause in Contracts

Sales Commissions; Disposition Fee. Contributors and REIT represent and warrant each to the other that they have not dealt with any real estate broker or sales person in connection with this transaction. In the event of any claim for broker’s or finder’s fees or commissions in connection with the negotiation, execution or consummation of this Agreement or the transactions contemplated hereby, each Party shall indemnify, defend and hold harmless the other Party from and against any such claim based upon any actual or alleged statement, representation or agreement of the indemnifying party. Notwithstanding the foregoing, Contributors and REIT each acknowledge that BR SOIF II Manager, LLC (for SOIF II), BR SOIF III Manager, LLC (for SOIF III) or other affiliate(s) of Bluerock Real Estate, L.L.C. (“Bluerock”), are entitled to and shall receive at Closing an aggregate disposition fee of $505,248 in connection with the sale of the Village Green Interests, which shall be payable in the form of shares of the REIT’s Class A common stock, which shares would otherwise be issued to Contributors pursuant to Section 1.3 hereof, so long as such issuance would not result in a violation of the stock ownership limits set forth in REIT’s Charter Documents; if such violation was to occur, then the same would be payable in cash. The number of shares of Class A common stock to be tendered to BR SOIF II Manager, LLC, BR SOIF III Manager, LLC or other Bluerock affiliate shall be calculated by dividing the amount of such disposition fee by the Share Price (the “Disposition Fee Shares”). The Disposition Fee Shares shall be subject to the Lock-up Agreement. Additionally, Contributors and REIT each acknowledge that, in connection with acquisition of the Village Green Interests, Bluerock Multifamily Advisor, LLC is entitled to and shall receive at Closing an acquisition fee of $701,176, which shall be payable in the form of the Operating Partnership’s long-term incentive plan units (the “LTIP Units”), with the number of LTIP Units to be calculated by dividing the amount of such acquisition fee by the Share Price. Contributors shall bear no responsibility for the payment of such stated acquisition fee. The LTIP Units shall be subject to the Lock-up Agreement. This provision shall survive the Closing and any termination of this Agreement.

Sales Commissions; Disposition Fee. Contributors and REIT represent and warrant each to the other that they have not dealt with any real estate broker or sales person in connection with this transaction. In the event of any claim for broker’s or finder’s fees or commissions in connection with the negotiation, execution or consummation of this Agreement or the transactions contemplated hereby, each Party shall indemnify, defend and hold harmless the other Party from and against any such claim based upon any actual or alleged statement, representation or agreement of the indemnifying party. Notwithstanding the foregoing, Contributors and REIT each acknowledge that Bluerock Real Estate, L.L.C. (for SOIF I)(“Bluerock”), BR SOIF II Manager, LLC (for SOIF II), BR SOIF III Manager, LLC (for SOIF III) or other Bluerock affiliate(s) of Bluerock Real Estate, L.L.C. (“Bluerock”), are entitled to and shall receive at Closing an aggregate disposition fee of $505,248 375,480 in connection with the sale of the Village Green Waterford Interests, of which $53,640 shall be payable in cash (as the disposition fee owed by SOIF I) and deducted from the amount payable by REIT to SOIF I pursuant to Section 1.3(b) hereof, and $321,840 shall be payable in the form of shares of the REIT’s Class A common stockstock (as the disposition fee owed by SOIF II), which shares would otherwise be issued to Contributors SOIF II pursuant to Section 1.3 hereof, so long as such issuance would not result in a violation of the stock ownership limits set forth in REIT’s Charter Documents; if such violation was to occur, then the same would be payable in cash. The number of shares of Class A common stock to be tendered to BR SOIF II Manager, LLC, BR SOIF III Manager, LLC or other Bluerock affiliate hereunder shall be calculated by dividing the amount of such the SOIF II disposition fee by the Share Price (the “Disposition Fee Shares”). The Disposition Fee Shares shall be subject to the Lock-up Agreement. Additionally, Contributors and REIT each acknowledge that, in connection with the acquisition of the Village Green Waterford Interests, Bluerock Multifamily Advisor, LLC is entitled to and shall receive at Closing an acquisition fee of $701,176447,000, which shall be payable in the form of the Operating Partnership’s long-term incentive plan units (the “LTIP Units”), with the number of LTIP Units to be calculated by dividing the amount of such acquisition fee by the Share Price. Contributors shall bear no responsibility for the payment of such stated acquisition fee. The LTIP Units shall be subject to the Lock-up Agreement. This provision shall survive the Closing and any termination of this Agreement.

Sales Commissions; Disposition Fee. Contributors Contributor and REIT Operating Partnership represent and warrant each to the other that they have not dealt with any real estate broker or sales person in connection with this transaction. In the event of any claim for broker’s or finder’s fees or commissions in connection with the negotiation, execution or consummation of this Agreement or the transactions contemplated hereby, each Party shall indemnify, defend and hold harmless the other Party from and against any such claim based upon any actual or alleged statement, representation or agreement of the indemnifying party. Notwithstanding the foregoing, Contributors Contributor and REIT Operating Partnership each acknowledge that BR SOIF II ManagerBluerock Property Management, LLC (for SOIF II), BR SOIF III Manager, LLC (for SOIF III) or other affiliate(s) of Bluerock Real Estate, L.L.C. (“Bluerock”), are an affiliate is entitled to and shall receive at Closing an aggregate a disposition fee of $505,248 468,000 in connection with the sale of the Village Green InterestsProperty, which shall be payable in the form of shares of the REIT’s Class A common stockOP Units, which shares consideration would otherwise be issued paid to Contributors Contributor pursuant to Section 1.3 hereofhereof in the form of OP Units, so long as such issuance would not result in a violation of the stock ownership limits set forth in REIT’s Charter Documents; if such violation was to occur, then the same would be payable in cash. The number of shares of Class A common stock OP Units to be tendered to BR SOIF II Manager, LLC, BR SOIF III ManagerBluerock Property Management, LLC or other Bluerock an affiliate shall be calculated by dividing the amount of such disposition fee by the Share Price (the “Disposition Fee Shares”). The Disposition Fee Shares shall be subject to the Lock-up AgreementPrice. Additionally, Contributors Contributor and REIT each acknowledge that, in connection with the acquisition of the Village Green InterestsProperty, Bluerock Multifamily Advisor, LLC is entitled to and shall receive at Closing an acquisition fee of $701,176390,000, which shall be payable in the form of the Operating Partnership’s long-term incentive plan units (the “LTIP Units”), with the number of LTIP Units to be calculated by dividing the amount of such acquisition fee by the Share Price. Contributors shall bear no responsibility for the payment of such stated acquisition fee. The LTIP Units shall be subject to the Lock-up Agreement. This provision shall survive the Closing and any termination of this Agreement.

Sales Commissions; Disposition Fee. Contributors Contributor and REIT represent and warrant each to the other that they have not dealt with any real estate broker or sales person in connection with this transaction. In the event of any claim for broker’s or finder’s fees or commissions in connection with the negotiation, execution or consummation of this Agreement or the transactions contemplated hereby, each Party shall indemnify, defend and hold harmless the other Party from and against any such claim based upon any actual or alleged statement, representation or agreement of the indemnifying party. Notwithstanding the foregoing, Contributors Contributor and REIT each acknowledge that BR SOIF II Manager, LLC (for SOIF II), BR SOIF III Manager, LLC (for SOIF III) or other affiliate(s) another affiliate of Bluerock Real Estate, L.L.C. (“Bluerock”), are ) is entitled to and shall receive at Closing an aggregate a disposition fee of $505,248 224,373 in connection with the sale of the Village Green Oak Crest Interests, which shall be payable in the form of shares of the REIT’s Class A common stock, which shares would otherwise be issued to Contributors Contributor pursuant to Section 1.3 hereof, so long as such issuance would not result in a violation of the stock ownership limits set forth in REIT’s Charter Documents; if such violation was to occur, then the same would be payable in cash. The number of shares of Class A common stock to be tendered to BR SOIF II Manager, LLC, BR SOIF III Manager, LLC or other Bluerock affiliate shall be calculated by dividing the amount of such disposition fee by the Share Price (the “Disposition Fee Shares”). The Disposition Fee Shares shall be subject to the Lock-up Agreement. Additionally, Contributors Contributor and REIT each acknowledge that, in connection with acquisition of the Village Green Oak Crest Interests, Bluerock Multifamily Advisor, LLC is entitled to and shall receive at Closing an acquisition fee of $701,176280,467, which shall be payable in the form of the Operating Partnership’s long-term incentive plan units (the “LTIP Units”), with the number of LTIP Units to be calculated by dividing the amount of such acquisition fee by the Share Price. Contributors Contributor shall bear no responsibility for the payment of such stated acquisition fee. The LTIP Units shall be subject to the Lock-up Agreement. This provision shall survive the Closing and any termination of this Agreement.