0001144204-12-052290 Sample Contracts

BLUEROCK ENHANCED MULTIFAMILY TRUST, INC. Up to $550,000,000 in Shares of Common Stock, $0.01 par value per share DEALER MANAGER AGREEMENT
Dealer Manager Agreement • September 20th, 2012 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts • New York

Bluerock Enhanced Multifamily Trust, Inc., a Maryland corporation (the “Company”), has registered for public sale (the “Offering”) a maximum of $550,000,000 in shares of its common stock, $0.01 par value per share (the “Common Stock”), of which amount: (a) up to $500,000,000 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 $50,000,000 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 on a “best efforts” basis through you (the “Dealer Manager”) as the managing dealer and the broker-dealers participating in the Offering (the “Participating Dealers”) at a price of $10.00 per share. The price at which Primary Shares will be offered and sold is subject in certain circumstances to disc

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BLUEROCK ENHANCED MULTIFAMILY TRUST, INC. Up to $550,000,000 in Shares of Common Stock, $0.01 par value per share PARTICIPATING DEALER AGREEMENT Dated: _________________, 201_
Participating Dealer Agreement • September 20th, 2012 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts • New York

Subject to the terms described herein, Bluerock Capital Markets, LLC, 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 $550,000,000 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 $500,000,000 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 $50,000,000 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 a price of $[10.00] per share. The price at which Primary Shares will be offered and sold

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