Common use of Exclusive Agency Clause in Contracts

Exclusive Agency. Upon the basis of the representations and warranties of the Company and the Sales Agents set forth in this Agreement, the Company engages you and you agree to act as the Company’s exclusive agents, on a best efforts basis, in connection with the offer and sale by the Company during the Offering Period (as defined in Section 4(c) below) of a minimum of Units and a maximum of Units. Subject to your commitment to sell the Units on a “best efforts basis” as provided herein, nothing in this Agreement shall prevent you from entering into an agency agreement, underwriting agreement, or other similar agreement governing the offer and sale of securities with any other issuer of securities, and nothing contained herein shall be construed in any way as precluding or restricting your right to sell or offer for sale securities issued by any other person, including securities similar to, or competing with, the Units. It is understood between the parties that there is no firm commitment by you to purchase any or all of the Units and you shall have no authority to bind the Company in respect of the sale of any Units. You may retain other brokers or dealers (“Selected Dealers”) who are members in good standing of FINRA and registered in any states in which the Offering is conducted to assist you and to act as subagents on your behalf in connection with the offering and sale of the Units and you may enter into agreements for the offer and sale of the Units adopting such provisions of this Agreement for the benefit of the Selected Dealers as you deem appropriate; provided, however, that the Company will only be obligated to pay you for services rendered hereunder. Each Selected Dealer will indemnify the Company on terms and conditions similar to those set forth in Section 8(b) of this Agreement for any statements, acts, or omissions by such Selected Dealer in connection with the offer or sale of the Units not expressly authorized by the Company or the Sales Agents and for any material misrepresentation or material breach of warranty or covenant or other breach by such Selected Dealer of its agreement with the Sales Agents, or any failure or alleged failure by such Selected Dealer to comply with applicable laws, rules, and regulations.

Exclusive Agency. Upon the basis of the representations and warranties of the Company and the Sales Placement Agents set forth in this Agreement, the Company engages you and you agree to act as the Company’s exclusive agents, on a best efforts basis, in connection with the offer and sale by the Company during the Offering Period (as defined in Section 4(c) below) of a minimum of Units 3,000,000 Shares and a maximum of Units4,000,000 Shares. Subject to your commitment to sell the Units Shares on a “best efforts basis” as provided herein, nothing in this Agreement shall prevent you from entering into an agency agreement, underwriting agreement, or other similar agreement governing the offer and sale of securities with any other issuer of securities, and nothing contained herein shall be construed in any way as precluding or restricting your right to sell or offer for sale securities issued by any other person, including securities similar to, or competing with, the UnitsShares. It is understood between the parties that there is no firm commitment by you to purchase any or all of the Units Shares and you shall have no authority to bind the Company in respect of the sale of any UnitsShares. You may retain other brokers or dealers (“Selected Dealers”) who are members in good standing of FINRA and registered in any states in which the Offering is conducted to assist you and to act as subagents on your behalf in connection with the offering and sale of the Units Shares and you may enter into agreements for the offer and sale of the Units Shares adopting such provisions of this Agreement for the benefit of the Selected Dealers as you deem appropriate; provided, however, that the Company will only be obligated to pay you for services rendered hereunder. Each Selected Dealer will indemnify the Company on terms and conditions similar to those set forth in Section 8(b) of this Agreement for any statements, acts, or omissions by such Selected Dealer in connection with the offer or sale of the Units Shares not expressly authorized by the Company or the Sales Agents Placement Agent and for any material misrepresentation or material breach of warranty or covenant or other breach by such Selected Dealer of its agreement with the Sales AgentsPlacement Agent, or any failure or alleged failure by such Selected Dealer to comply with applicable laws, rules, and regulations.

Exclusive Agency. Upon the basis of the representations and warranties of the Company and the Sales Placement Agents set forth in this Agreement, the Company engages you and you agree to act as the Company’s exclusive agents, on a best efforts basis, in connection with the offer and sale by the Company during the Offering Period (as defined in Section 4(c4.(c) below) of a minimum of Units 1,200,000 Shares and a maximum of Units1,500,000 Shares. Subject to your commitment to sell the Units Shares on a “best efforts basis” as provided herein, nothing in this Agreement shall prevent you from entering into an agency agreement, underwriting agreement, or other similar agreement governing the offer and sale of securities with any other issuer of securities, and nothing contained herein shall be construed in any way as precluding or restricting your right to sell or offer for sale securities issued by any other person, including securities similar to, or competing with, the UnitsShares. It is understood between the parties that there is no firm commitment by you to purchase any or all of the Units Shares and you shall have no authority to bind the Company in respect of the sale of any UnitsShares. You may retain other brokers or dealers (“Selected Dealers”) who are members in good standing of FINRA and registered in any states in which the Offering is conducted to assist you and to act as subagents on your behalf in connection with the offering and sale of the Units Shares and you may enter into agreements for the offer and sale of the Units Shares adopting such provisions of this Agreement for the benefit of the Selected Dealers as you deem appropriate; provided, however, that the Company will only be obligated to pay you for services rendered hereunder. Each Selected Dealer will indemnify the Company on terms and conditions similar to those set forth in Section 8(b8.(b) of this Agreement for any statements, acts, or omissions by such Selected Dealer in connection with the offer or sale of the Units Shares not expressly authorized by the Company or the Sales Agents Placement Agent and for any material misrepresentation or material breach of warranty or covenant or other breach by such Selected Dealer of its agreement with the Sales AgentsPlacement Agent, or any failure or alleged failure by such Selected Dealer to comply with applicable laws, rules, and regulations.

Exclusive Agency. Upon the basis of the representations and warranties of the Company and the Sales Agents Placement Agent set forth in this Agreement, the Company engages you and you agree to act as the Company’s exclusive agentsagent, on a best efforts basis, in connection with the offer and sale by the Company during the Offering Period (as defined in Section 4(c) below4.(c)) of a minimum of Units and a maximum of Units1,200,000 Shares. Subject to your commitment to sell the Units Shares on a “best efforts basis” as provided herein, nothing in this Agreement shall prevent you from entering into an agency agreement, underwriting agreement, or other similar agreement governing the offer and sale of securities with any other issuer of securities, and nothing contained herein shall be construed in any way as precluding or restricting your right to sell or offer for sale securities issued by any other person, including securities similar to, or competing with, the UnitsShares. It is understood between the parties that there is no firm commitment by you to purchase any or all of the Units Shares and you shall have no authority to bind the Company in respect of the sale of any UnitsShares. You may retain other brokers or dealers (“Selected Dealers”) who are members in good standing of FINRA and registered in any states in which the Offering is conducted to assist you and to act as subagents on your behalf in connection with the offering and sale of the Units Shares and you may enter into agreements for the offer and sale of the Units Shares adopting such provisions of this Agreement for the benefit of the Selected Dealers as you deem appropriate; provided, however, that the Company will only be obligated to pay you for services rendered hereunder. Each Selected Dealer will indemnify the Company on terms and conditions similar to those set forth in Section 8(b8.(b) of this Agreement for any statements, acts, or omissions by such Selected Dealer in connection with the offer or sale of the Units Shares not expressly authorized by the Company or the Sales Agents Placement Agent and for any material misrepresentation or material breach of warranty or covenant or other breach by such Selected Dealer of its agreement with the Sales AgentsPlacement Agent, or any failure or alleged failure by such Selected Dealer to comply with applicable laws, rules, and regulations.

Exclusive Agency. Upon The Company hereby appoints you as its exclusive agent to offer for sale, and hereby agrees to sell, the Initial Shares and, on the basis of the representations and warranties and subject to the terms and conditions herein set forth, you accept such appointment and agree to use your best commercially reasonable efforts as agent to offer for sale for the account of the Company and the Sales Agents set forth in this AgreementCompany, the Company engages you Initial Shares at the public offering price of $20 per share, payable upon such terms and you agree to act in such amounts as are described in the Company’s exclusive agents, on a best efforts basis, in connection with the offer and sale by the Company during the Offering Period (as defined in Section 4(c) below) of a minimum of Units and a maximum of UnitsProspectus. Subject to your commitment Section 3.2.3 hereof, you are also authorized to associate yourself with any securities broker or dealer for the sale of the Initial Shares (the "Selected Dealers") pursuant to the terms of this Agreement and a soliciting dealer agreement (the "Selected Dealer Agreement") in a form satisfactory to the Company, which consent shall not be unreasonably withheld. Except for the Shares distributed to the Advisor pursuant to the Advisory Agreement, during the period (the "Offering Period") from the Effective Date through the Termination Date (as hereinafter defined) the Company will not sell or agree to sell the Units on a “best efforts basis” Shares other than through you as provided herein, nothing herein provided. Nothing in this Agreement shall prevent you from entering into an any agency agreement, underwriting agreement, agreement or other similar agreement governing the offer and sale of securities with any other issuer of securities, and nothing contained herein shall be construed in any way as precluding or restricting your right to sell or offer for sale securities issued by any other person, ; including securities similar to, or competing with, the Units. It is understood between the parties that there is no firm commitment by you to purchase any or all of the Units and you shall have no authority to bind the Company in respect of the sale of any Units. You may retain other brokers or dealers (“Selected Dealers”) who are members in good standing of FINRA and registered in any states in which the Offering is conducted to assist you and to act as subagents on your behalf in connection with the offering and sale of the Units and you may enter into agreements for the offer and sale of the Units adopting such provisions of this Agreement for the benefit of the Selected Dealers as you deem appropriate; provided, however, that the Company will only be obligated to pay you for services rendered hereunder. Each Selected Dealer will indemnify the Company on terms and conditions similar to those set forth in Section 8(b) of this Agreement for any statements, acts, or omissions by such Selected Dealer in connection with the offer or sale of the Units not expressly authorized by the Company or the Sales Agents and for any material misrepresentation or material breach of warranty or covenant or other breach by such Selected Dealer of its agreement with the Sales Agents, or any failure or alleged failure by such Selected Dealer to comply with applicable laws, rules, and regulationsShares.

Exclusive Agency. Upon the basis of the representations The Company hereby appoints you as its exclusive agent to offer for sale, and warranties of the Company and the Sales Agents set forth in this Agreement, the Company engages you and you agree hereby agrees to act as the Company’s exclusive agents, on a best efforts basis, in connection with the offer and sale by the Company sell during the Offering Period (as defined in Section 4(c) below) of a minimum of Units and )), up to 3,333,333 Shares for a maximum aggregate offering price of Unitsup to $100,000,000.00, and on the basis of the representations and warranties herein contained but subject to the terms and conditions herein set forth, you accept such appointment and agree to use your best efforts as agent to offer the Shares for sale for the account of the Company, on a cash basis only at the offering price of $30.00 per Share. This is strictly a “best efforts” offering. It is understood between the parties that there is no firm commitment by you to purchase any or all of the Shares. During the Offering Period, the Company will not sell or agree to sell any debt or equity securities otherwise than through you, except for the Excluded Shares to be sold by the officers and directors of the Company to the Company’s subscribers. The parties understand and agree that the officers and directors of the Company may sell Excluded Shares having a value in the aggregate of up to $50,000,000.00 in the Offering and that no commissions of any kind will be paid to any person on the sale of said Excluded Shares. It is also understood and agreed to by the parties hereto that the Company shall have complete control as far as the acceptance or rejection of any subscription for any of the Shares to be sold in the offering, including, but not limited to, the Excluded Shares. This is understood to mean the Company has complete and sole authority to accept, reject, in whole or in part, or reduce in size or quantity, any subscription for any of the Shares to be sold in the Offering, in its sole and absolute discretion. Subject to your commitment to the sell the Units Shares on a “best efforts basisefforts” basis as provided herein, nothing in this Agreement shall prevent you from entering into an agency agreement, underwriting agreement, or other similar agreement governing the offer and sale of securities with any other issuer of securities, and nothing contained herein shall be construed in any way as precluding or restricting your right to sell or offer for sale securities issued by any other person, including securities similar to, or competing with, the Units. It is understood between the parties that there is no firm commitment by you to purchase any or all of the Units and you shall have no authority to bind the Company in respect of the sale of any Units. You may retain other brokers or dealers (“Selected Dealers”) who are members in good standing of FINRA and registered in any states in which the Offering is conducted to assist you and to act as subagents on your behalf in connection with the offering and sale of the Units and you may enter into agreements for the offer and sale of the Units adopting such provisions of this Agreement for the benefit of the Selected Dealers as you deem appropriate; provided, however, that the Company will only be obligated to pay you for services rendered hereunder. Each Selected Dealer will indemnify the Company on terms and conditions similar to those set forth in Section 8(b) of this Agreement for any statements, acts, or omissions by such Selected Dealer in connection with the offer or sale of the Units not expressly authorized by the Company or the Sales Agents and for any material misrepresentation or material breach of warranty or covenant or other breach by such Selected Dealer of its agreement with the Sales Agents, or any failure or alleged failure by such Selected Dealer to comply with applicable laws, rules, and regulationsShares.

Exclusive Agency. Upon the basis of the representations and warranties of the The Company and the Sales Agents set forth in this AgreementTrust hereby appoint the ---------------- Selling Agent as their exclusive agent to offer for sale, the Company engages you and you hereby agree to act as the Company’s exclusive agents, on a best efforts basis, in connection with the offer and sale by the Company sell during the Offering Period (as defined in Section 4(c)), up to 1,600,000 Convertible Preferred Securities, and on the basis of the representations and warranties herein contained but subject to the terms and conditions herein set forth, the Selling Agent accepts such appointment and agrees to use its best efforts as agent to offer the Securities for sale for the account of the Trust, on a cash basis only, at the offering price of $5.00 per Security. During the Offering Period, the Company and the Trust will not sell or agree to sell any of its Securities otherwise than through the Selling Agent. In the event the Company or any of its executive officers is contacted directly or indirectly during or prior to the Offering Period (as defined hereafter) below) by Prospective Purchasers of a minimum the Securities, the Company will promptly forward the names of Units and a maximum of Unitssuch Prospective Purchasers to the Selling Agent. Subject to your the Selling Agent's commitment to sell the Units Securities on a “"best efforts basis” efforts" basis as provided herein, nothing in this Agreement shall prevent you the Selling Agent from entering into an agency agreement, underwriting agreement, or other similar agreement governing the offer and sale of securities with any other issuer of securities, and nothing contained herein shall be construed in any way as precluding or restricting your the Selling Agent's right to sell or offer for sale securities issued by any other person, including securities similar to, or competing with, the UnitsSecurities. It is understood between the parties that there is no firm commitment by you the Selling Agent to purchase any or all of the Units and you shall Securities. The Selling Agent will not have no authority to bind the Company in respect of the sale of any Units. You may retain other brokers rights or dealers (“Selected Dealers”) who are members in good standing of FINRA and registered in any states in which the Offering is conducted to assist you and to act as subagents on your behalf obligations in connection with the offering and sale of the Units and you may enter into agreements for the offer and sale of the Units adopting such provisions of Offering contemplated by this Agreement for except as expressly provided in this Agreement. In no event shall the benefit of the Selected Dealers as you deem appropriate; provided, however, that the Company will only Selling Agent be obligated to pay you purchase the Securities for services rendered hereunder. Each Selected Dealer will indemnify the Company on terms and conditions similar to those set forth in Section 8(b) of this Agreement for any statements, acts, or omissions by such Selected Dealer in connection with the offer or sale of the Units not expressly authorized by the Company or the Sales Agents and for any material misrepresentation or material breach of warranty or covenant or other breach by such Selected Dealer of its agreement with the Sales Agents, or any failure or alleged failure by such Selected Dealer to comply with applicable laws, rules, and regulationsown account.

Exclusive Agency. Upon the basis of the representations The Company hereby appoints you as its exclusive agent to offer for sale, and warranties of the Company and the Sales Agents set forth in this Agreement, the Company engages you and you agree hereby agrees to act as the Company’s exclusive agents, on a best efforts basis, in connection with the offer and sale by the Company sell during the Offering Period (as defined in Section 4(c) below) )), an indeterminate number of a minimum of Units and Shares for a maximum aggregate offering price of Unitsup to $100,000,000.00, and on the basis of the representations and warranties herein contained but subject to the terms and conditions herein set forth, you accept such appointment and agree to use your best efforts as agent to offer the Shares for sale for the account of the Company, on a cash basis only at the offering price of $ per Share. This is strictly a “best efforts” offering. It is understood between the parties that there is no firm commitment by you to purchase any or all of the Shares. During the Offering Period, the Company will not sell or agree to sell any debt or equity securities otherwise than through you, except for the Excluded Shares to be sold by the officers and directors of the Company to the Company’s subscribers. The parties understand and agree that the officers and directors of the Company may sell Excluded Shares having a value in the aggregate of up to $50,000,000.00 in the Offering and that no commissions of any kind will be paid to any person on the sale of said Excluded Shares. It is also understood and agreed to by the parties hereto that the Company shall have complete control as far as the acceptance or rejection of any subscription for any of the Shares to be sold in the offering, including, but not limited to, the Excluded Shares. This is understood to mean the Company has complete and sole authority to accept, reject, in whole or in part, or reduce in size or quantity, any subscription for any of the Shares to be sold in the Offering, in its sole and absolute discretion. Subject to your commitment to the sell the Units Shares on a “best efforts basisefforts” basis as provided herein, nothing in this Agreement shall prevent you from entering into an agency agreement, underwriting agreement, or other similar agreement governing the offer and sale of securities with any other issuer of securities, and nothing contained herein shall be construed in any way as precluding or restricting your right to sell or offer for sale securities issued by any other person, including securities similar to, or competing with, the Units. It is understood between the parties that there is no firm commitment by you to purchase any or all of the Units and you shall have no authority to bind the Company in respect of the sale of any Units. You may retain other brokers or dealers (“Selected Dealers”) who are members in good standing of FINRA and registered in any states in which the Offering is conducted to assist you and to act as subagents on your behalf in connection with the offering and sale of the Units and you may enter into agreements for the offer and sale of the Units adopting such provisions of this Agreement for the benefit of the Selected Dealers as you deem appropriate; provided, however, that the Company will only be obligated to pay you for services rendered hereunder. Each Selected Dealer will indemnify the Company on terms and conditions similar to those set forth in Section 8(b) of this Agreement for any statements, acts, or omissions by such Selected Dealer in connection with the offer or sale of the Units not expressly authorized by the Company or the Sales Agents and for any material misrepresentation or material breach of warranty or covenant or other breach by such Selected Dealer of its agreement with the Sales Agents, or any failure or alleged failure by such Selected Dealer to comply with applicable laws, rules, and regulationsShares.