0000891804-09-000438 Sample Contracts

ADVISORY AGREEMENT
Advisory Agreement • January 30th, 2009 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts • Maryland

THIS ADVISORY AGREEMENT (this “Agreement”), dated as of the [l] day of [l], 2008 (the “Effective Date”), is entered into by and among Bluerock Enhanced Multifamily Trust, Inc., a Maryland corporation (the “Company”), Bluerock Enhanced Multifamily Holdings, L.P., a Delaware limited partnership (the “Operating Partnership”), and Bluerock Enhanced Multifamily Advisor, LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

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FORM OF ESCROW AGREEMENT
Escrow Agreement • January 30th, 2009 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts • Missouri

THIS ESCROW AGREEMENT (this “Agreement”) made and entered into as of this day of , 2009 by and among Select Capital Corporation, a California corporation (the “Dealer Manager”), Bluerock Enhanced Multifamily Trust, Inc. (the “Company”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).

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