PLACEMENT AGENT AGREEMENT December 3, 2004 Cohen & Steers Capital Advisors, LLC New York, New York 10017 Re: Placement of Securities of Associated Estates Realty Corporation Dear Sirs:Placement Agent Agreement • December 8th, 2004 • Associated Estates Realty Corp • Real estate investment trusts • New York
This letter (the "Agreement") confirms our agreement to retain Cohen & Steers Capital Advisors, LLC (the "Placement Agent") as our exclusive agent for a period commencing on the date of this letter and terminating on January 3, 2005, unless extended by the parties, to introduce Associated Estates Realty Corporation, an Ohio corporation (the "Company"), to certain investors as prospective purchasers (the "Offer") 8.7% of depository shares ("Depositary Shares"), each representing a 1/10 fractional interest in a Class B Series II Cumulative Redeemable Preferred Share of the Company (the "Securities"). The engagement described herein (i) may be terminated by the Company at any time prior to the Closing Date (as defined below) subject to the provisions of Section 3(c)and (ii) shall be in accordance with applicable laws and pursuant to the following procedures and terms and conditions:
PURCHASE AGREEMENTPurchase Agreement • December 8th, 2004 • Associated Estates Realty Corp • Real estate investment trusts • New York
This Purchase Agreement (this "Agreement"), dated as of December 3, 2004, is by and among Associated Estates Realty Corporation, an Ohio corporation (the "Company"), each Purchaser (as defined below) listed under the heading "Direct Purchasers" on Schedule A (each, a "Direct Purchaser"), each Investment Adviser listed under the heading "Investment Advisers" on the signature pages hereto (each, an "Investment Adviser") who are entering into this Agreement on behalf of themselves (as to Section 4 of this Agreement) and those Purchasers which are a fund or individual or other investment advisory client of such Investment Adviser listed under their respective names on Schedule B (each, a "Client"), and each Broker-Dealer listed on Schedule C (each, a "Broker-Dealer") which is entering into this Agreement on behalf of itself (as to Section 5 of this Agreement) and those Purchasers which are customers for which it has power of attorney to sign listed under their respective names on Schedule
