0001144204-12-056726 Sample Contracts

MULTIFAMILY LOAN AND SECURITY AGREEMENT (CME) (Revised 7-20-2012)
Multifamily Loan and Security Agreement • October 18th, 2012 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts

THIS MULTIFAMILY LOAN AND SECURITY AGREEMENT (“Loan Agreement”) is dated as of the ___ day of __________, 2012 and is made by and between WAYPOINT ENDERS OWNER, LLC, a Delaware limited liability company (“Borrower”), and JONES LANG LASALLE OPERATIONS, L.L.C, an Illinois limited liability company (together with its successors and assigns, “Lender”).

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LIMITED LIABILITY COMPANY AGREEMENT OF BR ENDERS MANAGING MEMBER, LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF OCTOBER 2, 2012
Limited Liability Company Agreement • October 18th, 2012 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts • New York

This Limited Liability Company Agreement (this “Agreement”) is adopted, executed, and agreed to effective on October 2, 2012, by and among Bluerock Special Opportunity + Income Fund III, LLC, a Delaware limited liability company (“SOIF III”), and BEMT Enders, LLC, a Delaware limited liability company (“BEMT”), as Members (together, the “Members”), and SOIF III and BEMT, as Managers (together, the “Managers”).

SECOND AMENDED AND RESTATED ADVISORY AGREEMENT AMONG BLUEROCK ENHANCED MULTIFAMILY TRUST, INC.,
Advisory Agreement • October 18th, 2012 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts • Maryland

THIS SECOND AMENDED AND RESTATED ADVISORY AGREEMENT (this Agreement”), dated as of the 17th day of October, 2012, with an effective date of September 26, 2012 (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.

WAYPOINT ENDERS OWNER, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • October 18th, 2012 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts • New York

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of WAYPOINT ENDERS OWNER, LLC (the “Company”), effective as of October 2, 2012, is made by and between WAYPOINT BLUEROCK ENDERS JV, LLC, a Delaware limited liability company (“Managing Member”) and WAYPOINT ENDERS INVESTORS LP, a Delaware limited partnership (the “Non-Managing Member”, and collectively with the Managing Member, the “Members”).

LINE OF CREDIT AND SECURITY AGREEMENT
Line of Credit and Security Agreement • October 18th, 2012 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts • New York

THIS AGREEMENT is entered into effective as of October 12, 2012, by and between BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND II, LLC, a Delaware limited liability company (“SOIF II”) and BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND III, LLC, a Delaware limited liability company (“SOIF III”) (collectively, SOIF II and SOIF III shall be referred to herein as the “SOIF Parties”), and BLUEROCK ENHANCED MULTIFAMILY TRUST, INC., a Maryland corporation ("Borrower").

Property Management Agreement
Property Management Agreement • October 18th, 2012 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts
ASSET MANAGEMENT AGREEMENT
Asset Management Agreement • October 18th, 2012 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts • New York

THIS AGREEMENT (this “Agreement”) is made and entered into as of the 2nd day of October, 2012, by and between WAYPOINT ENDERS OWNER, LLC, a Delaware limited liability company (“Owner”) and WAYPOINT RESIDENTIAL, LLC, a Delaware limited liability company (the “Asset Manager”).

BACKSTOP AGREEMENT
Backstop Agreement • October 18th, 2012 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts • New York

THIS AGREEMENT (the “Agreement”) is made as of the 2nd day of October, 2012 (the “Effective Date”), by and among ROBERT C. ROHDIE (“Rohdie”); WAYPOINT ENDERS INVESTORS LP, a Delaware limited partnership (“Waypoint LP”), WAYPOINT ENDERS GP, LLC, a Delaware limited liability company (“Waypoint GP”)(Waypoint LP and Waypoint GP, each a “Waypoint Guarantor” or “Waypoint Party” and collectively, the “Waypoint Guarantors” or “Waypoint Parties”); and BR ENDERS MANAGING MEMBER, LLC, a Delaware limited liability company (“Managing Member,” also referred to herein as “BR Guarantor”) (the BR Guarantor together with the Waypoint Guarantors are collectively, the “Guarantors” and each a “Guarantor”).

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