ADVISORY AGREEMENT AMONG BLUEROCK ENHANCED MULTIFAMILY TRUST, INC., BLUEROCK ENHANCED MULTIFAMILY HOLDINGS, LP, AND BLUEROCK ENHANCED MULTIFAMILY ADVISOR, LLCAdvisory Agreement • December 9th, 2008 • Bluerock Enhanced Multifamily REIT, 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.
BLUEROCK ENHANCED MULTIFAMILY TRUST, INC. Up to $1,282,499,999 in Shares of Common Stock, $0.01 par value per share FORM OF DEALER MANAGER AGREEMENTBluerock Enhanced Multifamily REIT, Inc. • December 9th, 2008 • Real estate investment trusts • New York
BLUEROCK ENHANCED MULTIFAMILY TRUST, INC. Up to $1,282,499,999 in Shares of Common Stock, $0.01 par value per share FORM OF PARTICIPATING DEALER AGREEMENT Dated: , 200Dealer Manager Agreement • December 9th, 2008 • Bluerock Enhanced Multifamily REIT, Inc. • Real estate investment trusts • New York
Subject to the terms described herein, Select Capital Corporation, as the dealer manager (the “Dealer Manager”) for Bluerock Enhanced Multifamily Trust, Inc., a Maryland corporation (the “Company”), invites you (“Participating Dealer”) to participate in the distribution, on a “best efforts basis,” of up to $1,282,499,999 in shares of common stock of the Company, $0.01 par value per share (the “Common Stock”) to the public (the “Offering”), of which amount: (a) up to $1,000,000,000 in shares of Common Stock are being offered to the public pursuant to the Company’s primary offering (the “Primary Shares”); and (b) up to $282,499,999 in shares of Common Stock are being offered to stockholders of the Company pursuant to the Company’s distribution reinvestment plan (the “DRIP Shares” and, together with the Primary Shares, the “Offered Shares”). The Primary Shares are to be issued and sold to the public at an initial purchase price of $9.50 per share until $50,000,000 in Primary Shares are so
