GLOBAL INCORPORATED. Ladies and Gentlemen: Corporate Property Associates 18 - Global Incorporated (the “Company”) is a Maryland corporation that intends to qualify to be taxed as a real estate investment trust (a “REIT”) for federal income tax purposes beginning with the taxable year ending December 31, 2013, or the first year during which the Company begins material operations. The Company proposes to offer (a) up to one billion dollars of shares of common stock, $0.001 par value per share, in the primary offering (the “Primary Offering”) in any combination of the following two classes of common stock: Classes A and C common stock, which are referred to individually as “Class A Shares” and “Class C Shares,” and collectively as the “Shares,” at an initial price of $10.00 per share and $9.35 per share, respectively, and (b) up to $400 million of Shares for issuance through the Company’s distribution reinvestment program (the “DRIP” and together with the Primary Offering, the “Offering”) at an initial price of $9.60 per Class A Share and $8.98 per Class C Share, all upon the other terms and subject to the conditions set forth in the Prospectus (as defined in Section 1(a)). The Company has reserved the right to reallocate the Shares offered between the DRIP and the Primary Offering. Upon the terms and subject to the conditions contained in this Dealer Manager Agreement (this “Agreement”), the Company hereby appoints Xxxxx Financial, LLC, a Delaware limited liability company (the “Dealer Manager”), to act as the exclusive dealer manager for the Offering, and the Dealer Manager desires to accept such engagement.
GLOBAL INCORPORATED. By: /s/ Xxxxxx Xxxxxxxxx ------------------------------------ Name: Xxxxxx Xxxxxxxxx Title: President XXXXX ASSET MANAGEMENT CORP. By: /s/ Xxxxxx XxXxx ------------------------------------ Name: Xxxxxx XxXxx Title: President and Chief Executive Officer SCHEDULE A This Schedule sets forth the terms governing any Shares issued by the Company to the Advisor in payment of advisory fees set forth in the Agreement.
GLOBAL INCORPORATED. By: ---------------------------------- Its: ---------------------------------- Accepted as of the Date first above Written: CAREY FINANCIAL CORPORATION By: ---------------------------------- Its: ---------------------------------- Exhibit Index Exhibit A - Selected Dealer Agreement Exhibit B - Selected Investment Advisor Agreement
GLOBAL INCORPORATED. By: /s/ Susan C. Hyde --------------------------------- Name: Susan C. Hyde Title: Executivx Xxxxxxxx xxd Secretary DEUTSCHE BANK TRUST COMPANY AMERICAS, as Escrow Agent By: /s/ Richard L. Buckwalter --------------------------------- Name: Richard L. Buckwalter Title: Xxxx Xxxxxxxxx CAREY FINANCIAL, LLC By: /s/ Xxxxhen H. Hamrick --------------------------------- Name: Stephen H. Hamrick Title: Prexxxxxx Xxxxxxx Xxdex Exhibit A - Fee Schedule EXHIBIT A FEE SCHEDULE Acceptance Fee $ 7,500 ---------------- Covers acceptance of appointment as Escrow Agent, including complete study of drafts of Escrow Agreement and all supporting documents in connection therewith, conferences until final Agreement is agreed upon, execution of final Agreement, deposit of funds into the Plan Subaccount and the Non-Plan Subaccount and maintenance and custody thereof. Annual Administration Fee: $ 85,000 ---------------- (Payable each year in advance) Payment by check, per check (only if interest is paid out) $ 10.00 ---------------- Wire transfer of funds, per wire (only if interest is paid out) $ 25.00 ---------------- Preparation and filing appropriate Federal tax forms, per 1099 $ N/A ----------------
GLOBAL INCORPORATED. At such time, Selected Dealer shall forward original checks together with an original Subscription Agreement, executed and initialed by the subscriber as provided for in the Subscription Agreement, to Corporate Property Associates 18 — Global Incorporated, c/o W. P. Xxxxx/DST Systems, at the address provided in the Subscription Agreement. If the minimum offering of $2,000,000 in Shares has not been obtained within six months from the Effective Date, which the Company may elect to extend to a date no later than one year from the Effective Date (the “Closing Date”), pursuant to the Escrow Agreement, the Escrow Agent shall, promptly following the Closing Date, refund to each investor by check funds deposited in the escrow account or shall return the instruments of payment delivered to the Escrow Agent if such instruments have not been processed for collection prior to such time, directly to each investor at the address provided in the list of investors.
GLOBAL INCORPORATED. This Agreement shall be effective on the date on which the Offering Document becomes effective. Except as otherwise set forth herein for the Pennsylvania Subscribers, the escrow period shall commence upon the effectiveness of this Agreement and shall continue until the earlier of (i) the date upon which the Escrow Agent receives confirmation from the Company and the Dealer Manager that the Company has raised the Minimum Offering, (ii) the Closing Date, or (iii) the termination of the Offering by the Company prior to the receipt of the Minimum Offering (the “Escrow Period”).
GLOBAL INCORPORATED. By: ------------------------------------ Name: Thomas Zacharias Title: Presixxxx CAREY ASSET MANAGEMENT CORP. Xx: ------------------------------------ Name: Gordon DuGan Title: President xxx Chief Executive Officer SCHEDULE A This Schedule sets forth the terms governing any Shares issued by the Company to the Advisor in payment of advisory fees set forth in the Agreement.
GLOBAL INCORPORATED. Ladies and Gentlemen: Corporate Property Associates 17 — Global Incorporated (the “Company”) is a Maryland corporation that is taxed as a real estate investment trust (a “REIT”) for federal income tax purposes. The Company proposes to offer in a follow on offering (a) up to 100,000,000 shares of common stock, $.001 par value per share (the “Shares”), for a purchase price of $10.00 per Share (subject in certain circumstances to discounts based upon the volume of shares purchased and for certain categories of purchasers), in the primary offering (the “Primary Offering”), and (b) up to 50,000,000 Shares for a purchase price of $9.50 per Share for issuance through the Company’s distribution reinvestment program (the “DRIP” and together with the Primary Offering, the “Offering”), all upon the other terms and subject to the conditions set forth in the Prospectus (as defined in Section 1(a)). The Company has reserved the right to reallocate the Shares offered in the Offering between the DRIP and the Primary Offering. Upon the terms and subject to the conditions contained in this Dealer Manager Agreement (this “Agreement”), the Company hereby appoints Xxxxx Financial, LLC, a Delaware limited liability company (the “Dealer Manager”), to act as the exclusive dealer manager for the Offering, and the Dealer Manager desires to accept such engagement.
GLOBAL INCORPORATED. By ---------------------------------------- , ---------------------------------------- ---------------------------------------- CAREY FINANCIAL CORPORATION Bx ---------------------------------------- , ---------------------------------------- ----------------------------------------
GLOBAL INCORPORATED. By: -------------------------------- Print Name: -------------------- Title: -------------------------
