Common use of Strict Performance Clause in Contracts

Strict Performance. The failure of any party to insist upon or enforce strict performance by any other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, such provision or right shall be and remain in full force and effect. If the foregoing is in accordance with Participating Broker-Dealer’s understanding and agreement, please sign and return the attached duplicate of this Agreement. Participating Broker-Dealer’s indicated acceptance thereof shall constitute a binding agreement between Participating Broker-Dealer and the Dealer Manager. DEALER MANAGER: TERRA SECURITIES, LLC By: Name: Xxxxxxx X. Xxxxxxx Title: President The undersigned dealer confirms its agreement to act as a Participating Broker-Dealer pursuant to all the terms and conditions of the above Participating Broker-Dealer Agreement and the attached Dealer Manager Agreement. The undersigned dealer hereby represents that it will comply with the applicable requirements of the Securities Act and the Exchange Act and the published rules and regulations of the Commission thereunder, and applicable blue sky or other state securities laws. The undersigned dealer represents and warrants that the undersigned dealer is duly registered as a broker-dealer under the provisions of the Exchange Act and the Exchange Act Rules and Regulations or is exempt from such registration. The undersigned dealer confirms that it and each salesperson acting on its behalf are members in good standing of FINRA and duly licensed by each regulatory authority in each jurisdiction in which the undersigned dealer or such salesperson will offer and sell Shares, or are exempt from registration with such authorities. The undersigned dealer hereby represents that it will comply with the Rules of FINRA and all rules and regulations promulgated by FINRA. Terra Securities, LLC Participating Broker-Dealer Agreement Name of Participating Broker-Dealer Federal Identification Number Name: Authorized Signatory Kindly have checks representing commissions forwarded as follows (if different than above): (Please type or print) Address: Street City State and Zip Code (Area Code) Telephone No. Attention: Terra Securities, LLC Participating Broker-Dealer Agreement Participating Broker-Dealer represents and warrants that it is currently licensed as a broker-dealer in the following jurisdictions:

Appears in 2 contracts

Samples: Participating Broker Dealer Agreement (Terra Fixed Income Trust, Inc.), Participating Broker Dealer Agreement (Terra Secured Income Trust, Inc.)

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Strict Performance. The failure of any party to insist upon or enforce strict performance by any other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, such provision or right shall be and remain in full force and effect. Soliciting Dealer Agreement 12 If the foregoing is in accordance with Participating Broker-Soliciting Dealer’s understanding and agreement, please sign and return the attached duplicate of this Agreement. Participating Broker-Soliciting Dealer’s indicated acceptance thereof shall constitute a binding agreement between Participating Broker-Soliciting Dealer and the Dealer Manager. DEALER MANAGER: TERRA SECURITIESXXXXXXX EQUITY, LLC By: Name: Xxxxxxx X. Xxxxxxx Title: President The undersigned dealer confirms its agreement to act as a Participating Broker-Soliciting Dealer pursuant to all the terms and conditions of the above Participating Broker-Soliciting Dealer Agreement and the attached Dealer Manager Agreement. The undersigned dealer hereby represents that it will comply with the applicable requirements of the Securities Act and the Exchange Act and the published rules and regulations of the Commission thereunder, and applicable blue sky or other state securities laws. The undersigned dealer represents and warrants that the undersigned dealer is duly registered as a broker-dealer under the provisions of the Exchange Act and the Exchange Act Rules and Regulations or is exempt from such registration. The undersigned dealer confirms that it and each salesperson acting on its behalf are members in good standing of FINRA and duly licensed by each regulatory authority in each jurisdiction in which the undersigned dealer or such salesperson will offer and sell SharesUnits, or are exempt from registration with such authorities. The undersigned dealer hereby represents that it will comply with the Rules of FINRA and all rules and regulations promulgated by FINRA. Terra Securities, LLC Participating Broker-Dealer Agreement Name of Participating Broker-Soliciting Dealer Federal Identification Number CRD Number By: Name: Authorized Signatory Kindly have checks representing commissions forwarded as follows (if different than above): (Please type or print) Address: Street City State and Zip Code (Area Code) Telephone No. Attention: Terra Securities, LLC Participating Broker-Dealer Agreement Participating Broker-Dealer represents and warrants that it is currently licensed as a broker-dealer in the following jurisdictions:

Appears in 1 contract

Samples: Soliciting Dealer Agreement (GWG Life, LLC)

Strict Performance. The failure of any party to insist upon or enforce strict performance by any other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, such provision or right shall be and remain in full force and effect. If the foregoing is in accordance with Participating Broker-Selected Dealer’s understanding and agreement, please sign and return the attached duplicate of this Agreement. Participating Broker-Selected Dealer’s indicated acceptance thereof shall constitute a binding agreement between Participating Broker-Selected Dealer and the Dealer Manager. DEALER MANAGER: TERRA SECURITIESXXXXX FINANCIAL, LLC By: Name: Xxxxxxx X. Xxxxxxx Title: President The undersigned dealer confirms its agreement to act as a Participating Broker-Selected Dealer pursuant to all the terms and conditions of the above Participating Broker-Selected Dealer Agreement and the attached Dealer Manager Agreement. The undersigned dealer hereby represents that it will comply with the applicable requirements of the Securities Act and the Exchange Act and the published rules and regulations of the Commission thereunder, and applicable blue sky or other state securities laws. The undersigned dealer represents and warrants that the undersigned dealer is duly registered as a broker-dealer under the provisions of the Exchange Act and the Exchange Act Rules and Regulations or is exempt from such registration. The undersigned dealer confirms that it and each salesperson acting on its behalf are members in good standing of FINRA and duly licensed by each regulatory authority in each jurisdiction in which the undersigned dealer or such salesperson will offer and sell Shares, or are exempt from registration with such authorities. The undersigned dealer hereby represents that it will comply with the Rules of FINRA and all rules and regulations promulgated by FINRA. Terra Securities, LLC Participating Broker-Dealer Agreement Name of Participating Broker-Selected Dealer Federal Identification Number By: Name: Authorized Signatory Kindly have checks representing commissions forwarded as follows (if different than above): (Please type or print) Address: Street City State and Zip Code (Area Code) Telephone No. Attention: Terra Securities, LLC Participating Broker-Dealer Agreement Participating Broker-Selected Dealer represents and warrants that it is currently licensed as a broker-dealer in the following jurisdictions:: · Alabama · Nebraska · Alaska · Nevada · Arizona · New Hampshire · Arkansas · New Jersey · California · New Mexico · Colorado · New York · Connecticut · North Carolina · Delaware · North Dakota · District of Columbia · Ohio · Florida · Oklahoma · Georgia · Oregon · Hawaii · Pennsylvania · Idaho · Puerto Rico · Illinois · Rhode Island · Indiana · South Carolina · Iowa · South Dakota · Kansas · Tennessee · Kentucky · Texas · Louisiana · Utah · Maine · Vermont · Maryland · Virgin Islands · Massachusetts · Virginia · Michigan · Washington · Minnesota · West Virginia · Mississippi · Wisconsin · Missouri · Wyoming · Montana

Appears in 1 contract

Samples: Selected Dealer Agreement (Carey Watermark Investors 2 Inc)

Strict Performance. The failure of any party to insist upon or enforce strict performance by any other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, such provision or right shall be and remain in full force and effect. If the foregoing is in accordance with Participating Broker-Selected Dealer’s understanding and agreement, please sign and return the attached duplicate of this Agreement. Participating Broker-Selected Dealer’s indicated acceptance thereof shall constitute a binding agreement between Participating Broker-Selected Dealer and the Dealer Manager. DEALER MANAGER: TERRA SECURITIESXXXXX FINANCIAL, LLC By: Name: Xxxxxxx X. Xxxxxxx Title: President Date: Selected Dealer Agreement 12 The undersigned dealer confirms its agreement to act as a Participating Broker-Selected Dealer pursuant to all the terms and conditions of the above Participating Broker-Selected Dealer Agreement and the attached Dealer Manager Agreement. The undersigned dealer hereby represents that it will comply with the applicable requirements of the Securities Act and the Exchange Act and the published rules and regulations of the Commission thereunder, and applicable blue sky or other state securities laws. The undersigned dealer represents and warrants that the undersigned dealer is duly registered as a broker-dealer under the provisions of the Exchange Act and the Exchange Act Rules and Regulations or is exempt from such registration. The undersigned dealer confirms that it and each salesperson acting on its behalf are members in good standing of FINRA and duly licensed by each regulatory authority in each jurisdiction in which the undersigned dealer or such salesperson will offer and sell Shares, or are exempt from registration with such authorities. The undersigned dealer hereby represents that it will comply with the Rules of FINRA and all rules and regulations promulgated by FINRA. Terra Securities, LLC Participating Broker-Dealer Agreement Name of Participating Broker-Selected Dealer Federal Identification Number By: Name: Authorized Signatory Kindly have checks representing commissions forwarded as follows (if different than above): (Please type or print) Address: Street City State and Zip Code (Area Code) Telephone No. Attention: Terra Securities, LLC Participating Broker-Selected Dealer Agreement Participating Broker-13 Selected Dealer represents and warrants that it is currently licensed as a broker-dealer in the following jurisdictions:: o Alabama o Nebraska o Alaska o Nevada o Arizona o New Hampshire o Arkansas o New Jersey o California o New Mexico o Colorado o New York o Connecticut o North Carolina o Delaware o North Dakota o District of Columbia o Ohio o Florida o Oklahoma o Georgia o Oregon o Hawaii o Pennsylvania o Idaho o Puerto Rico o Illinois o Rhode Island o Indiana o South Carolina o Iowa o South Dakota o Kansas o Tennessee o Kentucky o Texas o Louisiana o Utah o Maine o Vermont o Maryland o Virgin Islands o Massachusetts o Virginia o Michigan o Washington o Minnesota o West Virginia o Mississippi o Wisconsin o Missouri o Wyoming o Montana Selected Dealer Agreement 14 The following reflects the marketing fee as agreed upon between Xxxxx Financial, LLC (the “Dealer Manager”) and the Selected Dealer, effective [_______], 2013. Each calendar year, the Selected Dealer may qualify to receive a fee (the “Marketing Fee”), of up to _____% per share in connection with sales of Xxxxx Watermark Investors Incorporated’s (the “Company”) common stock by the Selected Dealer. Eligibility to receive the Marketing Fee is conditioned upon the Selected Dealer’s compliance with one or more of the following conditions. Any determination regarding the Selected Dealer’s compliance with the listed conditions will be made by the Dealer Manager, in its sole discretion. 1. The Selected Dealer has internal marketing and support personnel (telemarketers, marketing director, etc.) who assist the Dealer Manager’s marketing team; 2. The Selected Dealer has and uses internal marketing communications vehicle(s) to promote the Company. Vehicles may include, but are not restricted to, newsletters, conference calls, internal mail, etc.; 3. The Selected Dealer will respond to investors’ inquiries concerning monthly statements, valuations, distribution rates, tax information, annual reports, reinvestment and redemption rights and procedures, the financial status of the Company and the real estate markets in which the Company has invested; 4. The Selected Dealer will assist investors with reinvestments and redemptions; and/or 5. The Selected Dealer will provide other services requested by investors from time to time and will maintain the technology necessary to adequately service investors.

Appears in 1 contract

Samples: Selected Dealer Agreement (Carey Watermark Investors Inc)

Strict Performance. The failure of any party to insist upon or enforce strict performance by any other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, such provision or right shall be and remain in full force and effect. If the foregoing is in accordance with Participating Broker-Selected Dealer’s understanding and agreement, please sign and return the attached duplicate of this Agreement. Participating Broker-Selected Dealer’s indicated acceptance thereof shall constitute a binding agreement between Participating Broker-Selected Dealer and the Dealer Manager. DEALER MANAGER: TERRA SECURITIESXXXXX FINANCIAL, LLC By: Name: Xxxxxxx X. Xxxxxxx Title: President The undersigned dealer confirms its agreement to act as a Participating Broker-Selected Dealer pursuant to all the terms and conditions of the above Participating Broker-Selected Dealer Agreement and the attached Dealer Manager Agreement. The undersigned dealer hereby represents that it will comply with the applicable requirements of the Securities Act and the Exchange Act and the published rules and regulations of the Commission thereunder, and applicable blue sky or other state securities laws. The undersigned dealer represents and warrants that the undersigned dealer is duly registered as a broker-dealer under the provisions of the Exchange Act and the Exchange Act Rules and Regulations or is exempt from such registration. The undersigned dealer confirms that it and each salesperson acting on its behalf are members in good standing of FINRA and duly licensed by each regulatory authority in each jurisdiction in which the undersigned dealer or such salesperson will offer and sell Shares, or are exempt from registration with such authorities. The undersigned dealer hereby represents that it will comply with the Rules of FINRA and all rules and regulations promulgated by FINRA. Terra Securities, LLC Participating Broker-Dealer Agreement Name of Participating Broker-Selected Dealer Federal Identification Number By: Name: Authorized Signatory Kindly have checks representing commissions forwarded as follows (if different than above): (Please type or print) Address: Street City State and Zip Code (Area Code) Telephone No. Attention: Terra Securities, LLC Participating Broker-Dealer Agreement Participating Broker-Selected Dealer represents and warrants that it is currently licensed as a broker-dealer in the following jurisdictions:: · Alabama · Nebraska · Alaska · Nevada · Arizona · New Hampshire · Arkansas · New Jersey · California · New Mexico · Colorado · New York · Connecticut · North Carolina · Delaware · North Dakota · District of Columbia · Ohio · Florida · Oklahoma · Georgia · Oregon · Hawaii · Pennsylvania · Idaho · Puerto Rico · Illinois · Rhode Island · Indiana · South Carolina · Iowa · South Dakota · Kansas · Tennessee · Kentucky · Texas · Louisiana · Utah · Maine · Vermont · Maryland · Virgin Islands · Massachusetts · Virginia · Michigan · Washington · Minnesota · West Virginia · Mississippi · Wisconsin · Missouri · Wyoming · Montana The following reflects the Marketing Fee and/or Distribution and Shareholder Servicing Fee as agreed upon between Xxxxx Financial, LLC (the “Dealer Manager”) and the Selected Dealer, effective [ ], 2013 in connection with sales of Shares of Corporate Property Associates 18 — Global Incorporated (the “Company”) by the Selected Dealer, excluding Class A Shares and Class C Shares issued under the Company’s distribution reinvestment plan. Check each applicable box below: o Check this box if electing to sell Class A Shares. If the Selected Dealer elects to sell Class A Shares, it may qualify to receive a Marketing Fee, of up to % per Class A Share sold. o Check this box if electing to sell Class C Shares. If the Selected Dealer elects to sell Class C Shares, it will qualify to receive the Annual Distribution and Shareholder Servicing Fees for the Class C Shares that it sells, which is calculated annually in an amount equal to 1% of the purchase price per Class C Share or, once reported, the amount of the estimated NAV per share for the Class C Shares. The Annual Distribution and Shareholder Servicing Fee will accrue daily and be paid quarterly in arrears as described in the Prospectus. The Dealer Manager will reallow the Distribution and Shareholder Servicing Fee to the Selected Dealer who sold the Class C Shares to the extent the Selected Dealer Agreement with such Selected Dealer provides for such a reallowance. Notwithstanding, upon the date, if any, the Dealer Manager is notified that the Selected Dealer who sold the Class C Shares giving rise to the Distribution and Shareholder Servicing Fee is no longer the broker-dealer of record with respect to such Class C Shares, then such Selected Dealer’s entitlement to the Distribution and Shareholder Servicing Fee related to such Class C Shares shall cease. Thereafter, such Distribution and Shareholder Servicing Fee may be reallowed by the Dealer Manager to the then-current broker-dealer of record of the Class C Shares if any such broker-dealer of record has been designated and has entered into a Selected Dealer Agreement with the Dealer Manager that provides for such reallowance. All determinations regarding the reallowance of the Distribution and Shareholder Servicing Fee will be made by the Dealer Manager in good faith in its sole discretion. The Selected Dealer agrees to promptly notify the Dealer Manager upon becoming aware that it is no longer the broker-dealer of record to any or all of the Class C Shares held by the Selected Dealer. Payment of the Annual Distribution and Shareholder Servicing Fee with respect to the Class C Shares sold in the Primary Offering will terminate on the date at which, in the aggregate, underwriting compensation from all sources, including the Annual Distribution and Shareholder Servicing Fee, and any organization and offering fee paid for underwriting and underwriting compensation paid by the sponsor and its affiliates, equal 10% of the gross proceeds from the Primary Offering (i.e., the gross proceeds from the offering of Class A and Class C Shares excluding proceeds from sales pursuant to the distribution reinvestment plan), calculated as of the same date that the Company calculates the aggregate Distribution and Shareholder Servicing Fee. Eligibility to receive the Marketing Fee is conditioned upon the Selected Dealer’s compliance with one or more of the following conditions. Any determination regarding the Selected Dealer’s compliance with the listed conditions will be made by the Dealer Manager, in its sole discretion. 1. The Selected Dealer has internal marketing and support personnel (telemarketers, marketing director, etc.) who assist the Dealer Manager’s marketing team; 2. The Selected Dealer has and uses internal marketing communications vehicle(s) to promote the Company. Vehicles may include, but are not restricted to, newsletters, conference calls, internal mail, etc.; 3. The Selected Dealer will respond to investors’ inquiries concerning monthly statements, valuations, distribution rates, tax information, annual reports, reinvestment and redemption rights and procedures, the financial status of the Company and the real estate markets in which the Company has invested; 4. The Selected Dealer will assist investors with reinvestments and redemptions; and/or 5. The Selected Dealer will provide other services requested by investors from time to time and will maintain the technology necessary to adequately service investors.

Appears in 1 contract

Samples: Selected Dealer Agreement (Corporate Property Associates 18 Global Inc)

Strict Performance. The failure of any party to insist upon or enforce strict performance by any other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, such provision or right shall be and remain in full force and effect. If the foregoing is in accordance with Participating Broker-Selected Dealer’s understanding and agreement, please sign and return the attached duplicate of this Agreement. Participating Broker-Selected Dealer’s indicated acceptance thereof shall constitute a binding agreement between Participating Broker-Selected Dealer and the Dealer Manager. Xxxxx Financial, LLC Selected Dealer Agreement DEALER MANAGER: TERRA SECURITIESXXXXX FINANCIAL, LLC By: Name: Xxxxxxx X. Xxxxxxx Title: President The undersigned dealer confirms its agreement to act as a Participating Broker-Selected Dealer pursuant to all the terms and conditions of the above Participating Broker-Selected Dealer Agreement and the attached Dealer Manager Agreement. The undersigned dealer hereby represents that it will comply with the applicable requirements of the Securities Act and the Exchange Act and the published rules and regulations of the Commission thereunder, and applicable blue sky or other state securities laws. The undersigned dealer represents and warrants that the undersigned dealer is duly registered as a broker-dealer under the provisions of the Exchange Act and the Exchange Act Rules and Regulations or is exempt from such registration. The undersigned dealer confirms that it and each salesperson acting on its behalf are members in good standing of FINRA and duly licensed by each regulatory authority in each jurisdiction in which the undersigned dealer or such salesperson will offer and sell Shares, or are exempt from registration with such authorities. The undersigned dealer hereby represents that it will comply with the Rules of FINRA and all rules and regulations promulgated by FINRA. Terra SecuritiesDated: , LLC Participating Broker-Dealer Agreement 2010 Name of Participating Broker-Selected Dealer Federal Identification Number By: Name: Authorized Signatory Kindly have checks representing commissions forwarded as follows (if different than above): (Please type or print) Name of Firm: Address: Street City State and Zip Code (Area Code) Telephone No. Attention: Terra SecuritiesXxxxx Financial, LLC Participating Broker-Selected Dealer Agreement Participating Broker-Selected Dealer represents and warrants that it is currently licensed as a broker-dealer in the following jurisdictions:: o Alabama o Nebraska o Alaska o Nevada o Arizona o New Hampshire o California o New Mexico o Colorado o New York o Connecticut o North Carolina o Delaware o North Dakota o District of Columbia o Ohio o Florida o Oklahoma o Georgia o Oregon o Hawaii o Pennsylvania o Idaho o Puerto Rico o Illinois o Rhode Island o Indiana o South Carolina o Iowa o South Dakota o Kansas o Tennessee o Kentucky o Texas o Louisiana o Utah o Maine o Vermont o Maryland o Virgin Islands o Massachusetts o Virginia o Michigan o Washington o Minnesota o West Virginia o Mississippi o Wisconsin o Missouri o Wyoming o Montana Xxxxx Financial, LLC Selected Dealer Agreement The following reflects the marketing support fee as agreed upon between Xxxxx Financial, LLC (the “Dealer Manager”) and the Selected Dealer, effective [ ], 2010. Each calendar year, the Selected Dealer may qualify to receive a fee (the “Marketing Support Fee”), of up to [$ ] per share in connection with sales of Xxxxx Watermark Investors Incorporated’s (the “Company”) common stock by the Selected Dealer. Eligibility to receive the Selected Dealer Fee is conditioned upon the Selected Dealer reaching a prescribed minimum annual sales volume of shares of the Company’s common stock and the Selected Dealer’s compliance with one or more of the following conditions. Any determination regarding the Selected Dealer’s compliance with the listed conditions will be made by the Dealer Manager, in its sole discretion. 1. The Selected Dealer has internal marketing and support personnel (telemarketers, marketing director, etc.) who assist the Dealer Manager’s marketing team; 2. The Selected Dealer has and uses internal marketing communications vehicle(s) to promote the Company. Vehicles may include, but are not restricted to, newsletters, conference calls, internal mail, etc.; 3. The Selected Dealer will respond to investors’ inquiries concerning monthly statements, valuations, distribution rates, tax information, annual reports, reinvestment and redemption rights and procedures, the financial status of the Company and the real estate markets in which the Company has invested; 4. The Selected Dealer will assist investors with reinvestments and redemptions; and/or 5. The Selected Dealer will provide other services requested by investors from time to time and will maintain the technology necessary to adequately service investors.

Appears in 1 contract

Samples: Dealer Manager Agreement (Carey Watermark Investors Inc)

Strict Performance. The failure of any party to insist upon or enforce strict performance by any other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, such provision or right shall be and remain in full force and effect. If the foregoing is in accordance with Participating Broker-Selected Dealer’s understanding and agreement, please sign and return the attached duplicate of this Agreement. Participating Broker-Selected Dealer’s indicated acceptance thereof shall constitute a binding agreement between Participating Broker-Selected Dealer and the Dealer Manager. DEALER MANAGER: TERRA SECURITIESXXXXX FINANCIAL, LLC By: Name: Xxxxxxx X. Xxxxxxx Title: President The undersigned dealer confirms its agreement to act as a Participating Broker-Selected Dealer pursuant to all the terms and conditions of the above Participating Broker-Selected Dealer Agreement and the attached Dealer Manager Agreement. The undersigned dealer hereby represents that it will comply with the applicable requirements of the Securities Act and the Exchange Act and the published rules and regulations of the Commission thereunder, and applicable blue sky or other state securities laws. The undersigned dealer represents and warrants that the undersigned dealer is duly registered as a broker-dealer under the provisions of the Exchange Act and the Exchange Act Rules and Regulations or is exempt from such registration. The undersigned dealer confirms that it and each salesperson acting on its behalf are members in good standing of FINRA and duly licensed by each regulatory authority in each jurisdiction in which the undersigned dealer or such salesperson will offer and sell Shares, or are exempt from registration with such authorities. The undersigned dealer hereby represents that it will comply with the Rules of FINRA and all rules and regulations promulgated by FINRA. Terra Securities, LLC Participating Broker-Dealer Agreement Name of Participating Broker-Selected Dealer Federal Identification Number By: Name: Authorized Signatory Kindly have checks representing commissions forwarded as follows (if different than above): (Please type or print) Address: Street City State and Zip Code (Area Code) Telephone No. Attention: Terra Securities, LLC Participating Broker-Dealer Agreement Participating Broker-Selected Dealer represents and warrants that it is currently licensed as a broker-dealer in the following jurisdictions:: · Alabama · Nebraska · Alaska · Nevada · Arizona · New Hampshire · Arkansas · New Jersey · California · New Mexico · Colorado · New York · Connecticut · North Carolina · Delaware · North Dakota · District of Columbia · Ohio · Florida · Oklahoma · Georgia · Oregon · Hawaii · Pennsylvania · Idaho · Puerto Rico · Illinois · Rhode Island · Indiana · South Carolina · Iowa · South Dakota · Kansas · Tennessee · Kentucky · Texas · Louisiana · Utah · Maine · Vermont · Maryland · Virgin Islands · Massachusetts · Virginia · Michigan · Washington · Minnesota · West Virginia · Mississippi · Wisconsin · Missouri · Wyoming · Montana The following reflects the Marketing Fee and/or Distribution and Shareholder Servicing Fee as agreed upon between Xxxxx Financial, LLC (the “Dealer Manager”) and the Selected Dealer, effective [ ], 2013 in connection with sales of Shares of Corporate Property Associates 18 — Global Incorporated (the “Company”) by the Selected Dealer, excluding Class A Shares and Class C Shares issued under the Company’s distribution reinvestment plan. Check each applicable box below: o Check this box if electing to sell Class A Shares. If the Selected Dealer elects to sell Class A Shares, it may qualify to receive a Marketing Fee, of up to % per Class A Share sold. o Check this box if electing to sell Class C Shares. If the Selected Dealer elects to sell Class C Shares, it may qualify to receive a Marketing Fee, of up to % per Class C Share sold. If the Selected Dealer elects to sell Class C Shares, it will qualify to receive a portion of the Annual Distribution and Shareholder Servicing Fee, which is calculated annually in an amount equal to 1% of the purchase price per Class C Share or, once reported, the amount of the estimated NAV per share for the Class C Shares. The Annual Distribution and Shareholder Servicing Fee will accrue daily and be paid quarterly in arrears as described in the Prospectus. Payment of the Annual Distribution and Shareholder Servicing Fee with respect to the Class C Shares sold in the Primary Offering will terminate on the date at which, in the aggregate, underwriting compensation from all sources, including the Annual Distribution and Shareholder Servicing Fee, and any organization and offering fee paid for underwriting and underwriting compensation paid by the sponsor and its affiliates, equal 10% of the gross proceeds from the Primary Offering (i.e., the gross proceeds from the offering of Class A and Class C Shares excluding proceeds from sales pursuant to the distribution reinvestment plan), calculated as of the same date that the Company calculates the aggregate Distribution and Shareholder Servicing Fee. Eligibility to receive the Marketing Fee is conditioned upon the Selected Dealer’s compliance with one or more of the following conditions. Any determination regarding the Selected Dealer’s compliance with the listed conditions will be made by the Dealer Manager, in its sole discretion. 1. The Selected Dealer has internal marketing and support personnel (telemarketers, marketing director, etc.) who assist the Dealer Manager’s marketing team; 2. The Selected Dealer has and uses internal marketing communications vehicle(s) to promote the Company. Vehicles may include, but are not restricted to, newsletters, conference calls, internal mail, etc.; 3. The Selected Dealer will respond to investors’ inquiries concerning monthly statements, valuations, distribution rates, tax information, annual reports, reinvestment and redemption rights and procedures, the financial status of the Company and the real estate markets in which the Company has invested; 4. The Selected Dealer will assist investors with reinvestments and redemptions; and/or 5. The Selected Dealer will provide other services requested by investors from time to time and will maintain the technology necessary to adequately service investors.

Appears in 1 contract

Samples: Selected Dealer Agreement (Corporate Property Associates 18 Global Inc)

Strict Performance. The failure of any party to insist upon or enforce strict performance by any other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, such provision or right shall be and remain in full force and effect. If the foregoing is in accordance with Participating Broker-Selected Dealer’s understanding and agreement, please sign and return the attached duplicate of this Agreement. Participating Broker-Selected Dealer’s indicated acceptance thereof shall constitute a binding agreement between Participating Broker-Selected Dealer and the Dealer Manager. DEALER MANAGER: TERRA SECURITIESCarey Fixxxxxal, LLC Selected Dealer Agreement 13 CAREY FIXXXXXAL, LLC By: Name: Xxxxxxx X. Xxxxxxx Title: President The undersigned dealer confirms its agreement to act as a Participating Broker-Selected Dealer pursuant to all the terms and conditions of the above Participating Broker-Selected Dealer Agreement and the attached Dealer Manager Agreement. The undersigned dealer hereby represents that it will comply with the applicable requirements of the Securities Act and the Exchange Act and the published rules and regulations of the Commission thereunder, and applicable blue sky or other state securities laws. The undersigned dealer represents and warrants that the undersigned dealer is duly registered as a broker-dealer under the provisions of the Exchange Act and the Exchange Act Rules and Regulations or is exempt from such registration. The undersigned dealer confirms that it and each salesperson acting on its behalf are members in good standing of FINRA and duly licensed by each regulatory authority in each jurisdiction in which the undersigned dealer or such salesperson will offer and sell Shares, or are exempt from registration with such authorities. The undersigned dealer hereby represents that it will comply with the Rules of FINRA and all rules and regulations promulgated by FINRA. Terra SecuritiesCheck each applicable box below: • Check this box if electing to sell Class A Shares. • Check this box if electing to sell Class T Shares. Dated: ____________, LLC Participating Broker-Dealer Agreement 2015 Name of Participating Broker-Selected Dealer Federal Identification Number By: Name: Authorized Signatory Kindly have checks representing commissions forwarded as follows (if different than above): (Please type or print) Name of Firm: Address: Street City State and Zip Code (Area Code) Telephone No. Attention: Terra SecuritiesCarey Fixxxxxal, LLC Participating Broker-Selected Dealer Agreement Participating Broker-14 SCHEDULE I SELECTED DEALER AGREEMENT WITH Selected Dealer represents and warrants that it is currently licensed as a broker-dealer in the following jurisdictions:: o Alabama o Nebraska o Alaska o Nevada o Arizona o New Hampshire o Arkansas o New Jersey o California o New Mexico o Colorado o New York o Connecticut o North Carolina o Delaware o North Dakota o District of Columbia o Ohio o Florida o Oklahoma o Georgia o Oregon o Hawaii o Pennsylvania o Idaho o Puerto Rico o Illinois o Rhode Island o Indiana o South Carolina o Iowa o South Dakota o Kansas o Tennessee o Kentucky o Texas o Louisiana o Utah o Maine o Vermont o Maryland o Virgin Islands o Massachusetts o Virginia o Michigan o Washington o Minnesota o West Virginia o Mississippi o Wisconsin o Missouri o Wyoming o Montana Carey Fixxxxxal, LLC Selected Dealer Agreement 15 SCHEDULE II ADDENDUM TO SELECTED DEALER AGREEMENT The following reflects the Marketing Fee and/or Distribution and Shareholder Servicing Fee as agreed upon between Carey Fixxxxxal, LLC (the “Dealer Manager”) and the Selected Dealer, effective [_______], 2015 in connection with sales of Shares of Carey Waxxxxxrk Investors 2 Incorporated (the “Company”) by the Selected Dealer, excluding Shares issued under the Company’s distribution reinvestment plan. Check each applicable box below: • Check this box if electing to sell Class A Shares. If the Selected Dealer elects to sell Class A Shares, it may qualify to receive a Marketing Fee, of up to ___% per Class A Share sold. • Check this box if electing to sell Class T Shares. If the Selected Dealer elects to sell Class T Shares, it may qualify to receive a Marketing Fee, of up to ___% per Class T Share sold. If the Selected Dealer elects to sell Class T Shares, it will qualify to receive the Annual Distribution and Shareholder Servicing Fee for the Class T Shares that it sells, which is calculated annually in an amount equal to 1% of the purchase price per Class T Share or, once reported, the amount of the estimated NAV per share for the Class T Shares. The Annual Distribution and Shareholder Servicing Fee will accrue daily and be paid quarterly in arrears as described in the Prospectus. The Dealer Manager will reallow the Distribution and Shareholder Servicing Fee to the Selected Dealer who sold the Class T Shares to the extent the Selected Dealer Agreement with such Selected Dealer provides for such a reallowance. Notwithstanding, upon the date, if any, the Dealer Manager is notified that the Selected Dealer who sold the Class T Shares giving rise to the Distribution and Shareholder Servicing Fee is no longer the broker-dealer of record with respect to such Class T Shares, then such Selected Dealer’s entitlement to the Distribution and Shareholder Servicing Fee related to such Class T Shares shall cease, and such Selected Dealer shall not receive the Distribution and Shareholder Servicing Fee for any portion of the quarter in which such Selected Dealer is not the broker-dealer of record on the last day of the quarter. Thereafter, such Distribution and Shareholder Servicing Fee may be reallowed by the Dealer Manager to the then-current broker-dealer of record of the Class T Shares, if any, if such broker-dealer of record has been designated and has entered into a Selected Dealer Agreement with the Dealer Manager that provides for such reallowance. All determinations regarding the reallowance of the Distribution and Shareholder Servicing Fee will be made by the Dealer Manager in good faith in its sole discretion. The Selected Dealer agrees to promptly notify the Dealer Manager upon becoming aware that it is no longer the broker-dealer of record to any or all of the Class T Shares held by the Selected Dealer. Payment of the Annual Distribution and Shareholder Servicing Fee with respect to the Class T Shares sold in the Primary Offering will terminate on the earlier of (i) the date at which, in the aggregate, underwriting compensation from all sources, including the Annual Distribution and Shareholder Servicing Fee, any organization and offering fee paid for underwriting and underwriting compensation paid by the sponsor and its affiliates, equals 10% of the gross proceeds from the Primary Offering (i.e., the gross proceeds from the offering of Class A and Class T Shares excluding proceeds from sales pursuant to the distribution reinvestment plan), calculated as of the same date that the Company calculates the aggregate Distribution and Shareholder Servicing Fee; and (ii) the sixth anniversary of the last day of the fiscal quarter in which the Primary Offering (excluding the DRIP) terminates. Carey Fixxxxxal, LLC Selected Dealer Agreement 16 Eligibility to receive the Marketing Fee is conditioned upon the Selected Dealer’s compliance with one or more of the following conditions. Any determination regarding the Selected Dealer’s compliance with the listed conditions will be made by the Dealer Manager, in its sole discretion. 1. The Selected Dealer has internal marketing and support personnel (telemarketers, marketing director, etc.) who assist the Dealer Manager’s marketing team; 2. The Selected Dealer has and uses internal marketing communications vehicle(s) to promote the Company. Vehicles may include, but are not restricted to, newsletters, conference calls, internal mail, etc.; 3. The Selected Dealer will respond to investors’ inquiries concerning monthly statements, valuations, distribution rates, tax information, annual reports, reinvestment and redemption rights and procedures, the financial status of the Company and the real estate markets in which the Company has invested; 4. The Selected Dealer will assist investors with reinvestments and redemptions; and/or 5. The Selected Dealer will provide other services requested by investors from time to time and will maintain the technology necessary to adequately service investors.

Appears in 1 contract

Samples: Selected Dealer Agreement (Carey Watermark Investors 2 Inc)

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Strict Performance. The failure of any party to insist upon or enforce strict performance by any other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, such provision or right shall be and remain in full force and effect. If the foregoing is in accordance with Participating Broker-Selected Dealer’s understanding and agreement, please sign and return the attached duplicate of this Agreement. Participating Broker-Selected Dealer’s indicated acceptance thereof shall constitute a binding agreement between Participating Broker-Selected Dealer and the Dealer Manager. DEALER MANAGER: TERRA SECURITIESXXXXX FINANCIAL, LLC By: Name: Xxxxxxx X. Xxxxxxx Title: President Xxxxx Financial, LLC Selected Dealer Agreement The undersigned dealer confirms its agreement to act as a Participating Broker-Selected Dealer pursuant to all the terms and conditions of the above Participating Broker-Selected Dealer Agreement and the attached Dealer Manager Agreement. The undersigned dealer hereby represents that it will comply with the applicable requirements of the Securities Act and the Exchange Act and the published rules and regulations of the Commission thereunder, and applicable blue sky or other state securities laws. The undersigned dealer represents and warrants that the undersigned dealer is duly registered as a broker-dealer under the provisions of the Exchange Act and the Exchange Act Rules and Regulations or is exempt from such registration. The undersigned dealer confirms that it and each salesperson acting on its behalf are members in good standing of FINRA and duly licensed by each regulatory authority in each jurisdiction in which the undersigned dealer or such salesperson will offer and sell Shares, or are exempt from registration with such authorities. The undersigned dealer hereby represents that it will comply with the Rules of FINRA and all rules and regulations promulgated by FINRA. Terra SecuritiesDated: , LLC Participating Broker-Dealer Agreement 2011 Name of Participating Broker-Selected Dealer Federal Identification Number By: Name: Authorized Signatory Kindly have checks representing commissions forwarded as follows (if different than above): (Please type or print) Name of Firm: Address: Street City State and Zip Code (Area Code) Telephone No. Attention: Terra SecuritiesXxxxx Financial, LLC Participating Broker-Selected Dealer Agreement Participating Broker-Selected Dealer represents and warrants that it is currently licensed as a broker-dealer in the following jurisdictions:: o Alabama o Nebraska o Alaska o Nevada o Arizona o New Hampshire o Arkansas o New Jersey o California o New Mexico o Colorado o New York o Connecticut o North Carolina o Delaware o North Dakota o District of Columbia o Ohio o Florida o Oklahoma o Georgia o Oregon o Hawaii o Pennsylvania o Idaho o Puerto Rico o Illinois o Rhode Island o Indiana o South Carolina o Iowa o South Dakota o Kansas o Tennessee o Kentucky o Texas o Louisiana o Utah o Maine o Vermont o Maryland o Virgin Islands o Massachusetts o Virginia o Michigan o Washington o Minnesota o West Virginia o Mississippi o Wisconsin o Missouri o Wyoming o Montana Xxxxx Financial, LLC Selected Dealer Agreement The following reflects the marketing support fee as agreed upon between Xxxxx Financial, LLC (the “Dealer Manager”) and the Selected Dealer, effective [_______], 2011. Each calendar year, the Selected Dealer may qualify to receive a fee (the “Marketing Support Fee”), of up to $0.10 per share in connection with sales of Corporate Property Associates 17 — Global Incorporated’s (the “Company”) common stock by the Selected Dealer. Eligibility to receive the Selected Dealer Fee is conditioned upon the Selected Dealer reaching a prescribed minimum annual sales volume of shares of the Company’s common stock and the Selected Dealer’s compliance with one or more of the following conditions. Any determination regarding the Selected Dealer’s compliance with the listed conditions will be made by the Dealer Manager, in its sole discretion. 1. The Selected Dealer has internal marketing and support personnel (telemarketers, marketing director, etc.) who assist the Dealer Manager’s marketing team; 2. The Selected Dealer has and uses internal marketing communications vehicle(s) to promote the Company. Vehicles may include, but are not restricted to, newsletters, conference calls, internal mail, etc.; 3. The Selected Dealer will respond to investors’ inquiries concerning monthly statements, valuations, distribution rates, tax information, annual reports, reinvestment and redemption rights and procedures, the financial status of the Company and the real estate markets in which the Company has invested; 4. The Selected Dealer will assist investors with reinvestments and redemptions; and/or 5. The Selected Dealer will provide other services requested by investors from time to time and will maintain the technology necessary to adequately service investors.

Appears in 1 contract

Samples: Dealer Manager Agreement (Corporate Property Associates 17 - Global INC)

Strict Performance. The failure of any party to insist upon or enforce strict performance by any other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, such provision or right shall be and remain in full force and effect. If the foregoing is in accordance with Participating Broker-Soliciting Dealer’s understanding and agreement, please sign and return the attached duplicate of this Agreement. Participating Broker-Soliciting Dealer’s indicated acceptance thereof shall constitute a binding agreement between Participating Broker-Soliciting Dealer and the Dealer Manager. DEALER MANAGER: TERRA PREFERRED CAPITAL SECURITIES, LLC By: Name: Xxxxxxx X. Xxxxxxx Title: President Preferred Capital Securities, LLC Soliciting Dealer Agreement 13 The undersigned dealer confirms its agreement to act as a Participating Broker-Soliciting Dealer pursuant to all the terms and conditions of the above Participating Broker-Soliciting Dealer Agreement and the attached Dealer Manager Agreement. The undersigned dealer hereby represents that it will comply with the applicable requirements of the Securities Act and the Exchange Act and the published rules and regulations of the Commission thereunder, and applicable blue sky or other state securities laws. The undersigned dealer represents and warrants that the undersigned dealer is duly registered as a broker-dealer under the provisions of the Exchange Act and the Exchange Act Rules and Regulations or is exempt from such registration. The undersigned dealer confirms that it and each salesperson acting on its behalf are members in good standing of FINRA and duly licensed by each regulatory authority in each jurisdiction in which the undersigned dealer or such salesperson will offer and sell SharesPreferred Stock, or are exempt from registration with such authorities. The undersigned dealer hereby represents that it will comply with the Rules of FINRA and all rules and regulations promulgated by FINRA. Terra SecuritiesDated: ____________, LLC Participating Broker-Dealer Agreement 2019 Name of Participating Broker-Soliciting Dealer Federal Identification Number By: Name: Authorized Signatory Kindly have checks representing commissions forwarded as follows (if different than above): (Please type or print) Name of Firm: Address: Street City State and Zip Code (Area Code) Telephone No. Attention: Terra Preferred Capital Securities, LLC Participating Broker-Soliciting Dealer Agreement Participating Broker-14 Soliciting Dealer represents and warrants that it is currently licensed as a broker-dealer in the following jurisdictions:: o Alabama o Nebraska o Alaska o Nevada o Arizona o New Hampshire o Arkansas o New Jersey o California o New Mexico o Colorado o New York o Connecticut o North Carolina o Delaware o North Dakota o District of Columbia o Ohio o Florida o Oklahoma o Georgia o Oregon o Hawaii o Pennsylvania o Idaho o Puerto Rico o Illinois o Rhode Island o Indiana o South Carolina o Iowa o South Dakota o Kansas o Tennessee o Kentucky o Texas o Louisiana o Utah o Maine o Vermont o Maryland o Virgin Islands o Massachusetts o Virginia o Michigan o Washington o Minnesota o West Virginia o Mississippi o Wisconsin o Missouri o Wyoming o Montana Preferred Capital Securities, LLC Soliciting Dealer Agreement 15 The following reflects the Preferred Stock the Soliciting Dealer agrees to sell as set forth herein and in the Soliciting Dealer Agreement. The terms of the Series A1 Redeemable Preferred Stock and Series M1 Redeemable Preferred Stock as set forth below are subject to and in no way modify the terms discussed in the Soliciting Dealer Agreement and the Prospectus. This Schedule II is effective as of the date of the Soliciting Dealer Agreement and may be modified at any time by written agreement of the Parties. Terms not defined herein shall have the meaning set forth in the Soliciting Dealer Agreement. Check each applicable box below: ¨ Check this box if electing to sell Series A1 Redeemable Preferred Stock. Subject to any terms set forth in the Soliciting Dealer Agreement and the Prospectus, if the Soliciting Dealer elects to sell Series A1 Redeemable Preferred Stock, it may qualify to receive a selling commission between 5% and 7% of gross offering proceeds from the shares of Series A1 Redeemable Preferred Stock sold. Selected Dealer agrees that it will receive the following percentage of gross offering proceeds as selling commissions for the sale of Series A1 Redeemable Preferred Stock (circle one):

Appears in 1 contract

Samples: Dealer Manager Agreement (Preferred Apartment Communities Inc)

Strict Performance. The failure of any party to insist upon or enforce strict performance by any other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, such provision or right shall be and remain in full force and effect. If the foregoing is in accordance with Participating Broker-Selected Dealer’s understanding and agreement, please sign and return the attached duplicate of this Agreement. Participating Broker-Selected Dealer’s indicated acceptance thereof shall constitute a binding agreement between Participating Broker-Selected Dealer and the Dealer Manager. DEALER MANAGER: TERRA SECURITIESXXXXX FINANCIAL, LLC By: Name: Xxxxxxx X. Xxxxxxx Title: President The undersigned dealer confirms its agreement to act as a Participating Broker-Selected Dealer pursuant to all the terms and conditions of the above Participating Broker-Selected Dealer Agreement and the attached Dealer Manager Agreement. The undersigned dealer hereby represents that it will comply with the applicable requirements of the Securities Act and the Exchange Act and the published rules and regulations of the Commission thereunder, and applicable blue sky or other state securities laws. The undersigned dealer represents and warrants that the undersigned dealer is duly registered as a broker-dealer under the provisions of the Exchange Act and the Exchange Act Rules and Regulations or is exempt from such registration. The undersigned dealer confirms that it and each salesperson acting on its behalf are members in good standing of FINRA and duly licensed by each regulatory authority in each jurisdiction in which the undersigned dealer or such salesperson will offer and sell Shares, or are exempt from registration with such authorities. The undersigned dealer hereby represents that it will comply with the Rules of FINRA and all rules and regulations promulgated by FINRA. Terra Securities, LLC Participating Broker-Dealer Agreement Name of Participating Broker-Selected Dealer Federal Identification Number By: Name: Authorized Signatory Kindly have checks representing commissions forwarded as follows (if different than above): (Please type or print) Address: Street City State and Zip Code (Area Code) Telephone No. Attention: Terra Securities, LLC Participating Broker-Dealer Agreement Participating Broker-Selected Dealer represents and warrants that it is currently licensed as a broker-dealer in the following jurisdictions:: · Alabama · Nebraska · Alaska · Nevada · Arizona · New Hampshire · Arkansas · New Jersey · California · New Mexico · Colorado · New York · Connecticut · North Carolina · Delaware · North Dakota · District of Columbia · Ohio · Florida · Oklahoma · Georgia · Oregon · Hawaii · Pennsylvania · Idaho · Puerto Rico · Illinois · Rhode Island · Indiana · South Carolina · Iowa · South Dakota · Kansas · Tennessee · Kentucky · Texas · Louisiana · Utah · Maine · Vermont · Maryland · Virgin Islands · Massachusetts · Virginia · Michigan · Washington · Minnesota · West Virginia · Mississippi · Wisconsin · Missouri · Wyoming · Montana The following reflects the Marketing Support Fee and/or Distribution and Shareholder Servicing Fee as agreed upon between Xxxxx Financial, LLC (the “Dealer Manager”) and the Selected Dealer, effective [ ], 2013 in connection with sales of Shares of Corporate Property Associates 18 — Global Incorporated (the “Company”) by the Selected Dealer, excluding Class A Shares and Class C Shares issued under the Company’s distribution reinvestment plan. Check each applicable box below: o Check this box if electing to sell Class A Shares. If the Selected Dealer elects to sell Class A Shares, it may qualify to receive a Marketing Support Fee, of up to % per Class A Share sold. o Check this box if electing to sell Class C Shares. If the Selected Dealer elects to sell Class C Shares, it may qualify to receive a Marketing Support Fee, of up to % per Class C Share sold. If the Selected Dealer elects to sell Class C Shares, it will qualify to receive a portion of the Annual Distribution and Shareholder Servicing Fee, which is calculated annually in an amount equal to 1% of the purchase price per Class C Share or, once reported, the amount of the estimated NAV for the Class C Shares. The Annual Distribution and Shareholder Servicing Fee will accrue daily and be paid quarterly in arrears as described in the Prospectus. Payment of the Annual Distribution and Shareholder Servicing Fee with respect to the Class C Shares sold in the Primary Offering will terminate on the date at which, in the aggregate, underwriting compensation from all sources, including the Annual Distribution and Shareholder Servicing Fee, and any organization and offering fee paid for underwriting and underwriting compensation paid by the sponsor and its affiliates, equal 10% of the gross proceeds from the Primary Offering (i.e., the gross proceeds from the offering of Class A and Class C Shares excluding proceeds from sales pursuant to the distribution reinvestment plan), calculated as of the same date that the Company calculates the aggregate Distribution and Shareholder Servicing Fee. Eligibility to receive the Marketing Support Fee is conditioned upon the Selected Dealer’s compliance with one or more of the following conditions. Any determination regarding the Selected Dealer’s compliance with the listed conditions will be made by the Dealer Manager, in its sole discretion. 1. The Selected Dealer has internal marketing and support personnel (telemarketers, marketing director, etc.) who assist the Dealer Manager’s marketing team; 2. The Selected Dealer has and uses internal marketing communications vehicle(s) to promote the Company. Vehicles may include, but are not restricted to, newsletters, conference calls, internal mail, etc.; 3. The Selected Dealer will respond to investors’ inquiries concerning monthly statements, valuations, distribution rates, tax information, annual reports, reinvestment and redemption rights and procedures, the financial status of the Company and the real estate markets in which the Company has invested; 4. The Selected Dealer will assist investors with reinvestments and redemptions; and/or 5. The Selected Dealer will provide other services requested by investors from time to time and will maintain the technology necessary to adequately service investors.

Appears in 1 contract

Samples: Selected Dealer Agreement (Corporate Property Associates 18 Global Inc)

Strict Performance. The failure of any party to insist upon or enforce strict performance by any other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, such provision or right shall be and remain in full force and effect. If the foregoing is in accordance with Participating Broker-Dealer’s understanding and agreement, please sign and return the attached duplicate of this Agreement. Participating Broker-Dealer’s indicated acceptance thereof shall constitute a binding agreement between Participating Broker-Dealer and the Dealer Manager. DEALER MANAGER: TERRA SECURITIES, ASHFORD SECURITIES LLC By: Name: Xxxxxxx X. Xxxxxxx Title: President The undersigned dealer confirms its agreement to act as a Participating Broker-Dealer pursuant to all the terms and conditions of the above Participating Broker-Dealer Agreement and the attached Dealer Manager Agreement. The undersigned dealer hereby represents that it will comply with the applicable requirements of the Securities Act and the Exchange Act and the published rules and regulations of the Commission thereunder, and applicable blue sky or other state securities laws. The undersigned dealer represents and warrants that the undersigned dealer is duly registered as a broker-dealer under the provisions of the Exchange Act and the Exchange Act Rules and Regulations or is exempt from such registration. The undersigned dealer confirms that it and each salesperson acting on its behalf are members in good standing of FINRA and duly licensed by each regulatory authority in each jurisdiction in which the undersigned dealer or such salesperson will offer and sell Shares, or are exempt from registration with such authorities. The undersigned dealer hereby represents that it will comply with the Rules of FINRA and all rules and regulations promulgated by FINRA. Terra SecuritiesDated: , LLC Participating Broker-Dealer Agreement 2020 Name of Participating Broker-Dealer Federal Identification Number By: Name: Authorized Signatory Kindly have checks representing commissions forwarded as follows (if different than above): (Please type or print) Address: Street City State and Zip Code (Area Code) Telephone No. Attention: Terra Securities, LLC Participating Broker-Dealer Agreement Participating Broker-Dealer represents and warrants that it is currently licensed as a broker-dealer in the following jurisdictions:: o Alabama o Nebraska o Alaska o Nevada o Arizona o New Hampshire o Arkansas o New Jersey o California o New Mexico o Colorado o New York o Connecticut o North Carolina o Delaware o North Dakota o District of Columbia o Ohio o Florida o Oklahoma o Georgia o Oregon o Hawaii o Pennsylvania o Idaho o Puerto Rico o Illinois o Rhode Island o Indiana o South Carolina o Iowa o South Dakota o Kansas o Tennessee o Kentucky o Texas o Louisiana o Utah o Maine o Vermont o Maryland o Virgin Islands o Massachusetts o Virginia o Michigan o Washington o Minnesota o West Virginia o Mississippi o Wisconsin o Missouri o Wyoming o Montana The following reflects the Preferred Stock the Participating Broker-Dealer agrees to sell as set forth herein and in the Participating Broker-Dealer Agreement. The terms of the Series E Preferred Stock and Series M Preferred Stock as set forth below are subject to and in no way modify the terms discussed in the Participating Broker-Dealer Agreement and the Prospectus. This Schedule II is effective as of the date of the Participating Broker-Dealer Agreement and may be modified at any time by written agreement of the Parties. Terms not defined herein shall have the meaning set forth in the Participating Broker-Dealer Agreement. Check each applicable box below: o Check this box if electing to sell Series E Preferred Stock. Subject to any terms set forth in the Participating Broker-Dealer Agreement and the Prospectus, if the Participating Broker-Dealer elects to sell Series E Preferred Stock, it will qualify to receive a selling commission of up to and including 7% of the gross proceeds from the Shares of Series E Preferred Stock sold by it and accepted and confirmed by the Company. o Check this box if electing to sell Series M Preferred Stock. Subject to any terms set forth in the Participating Broker-Dealer Agreement and the Prospectus, if the Participating Broker-Dealer elects to sell Series M Preferred Stock, it will receive no selling commissions for the sale of Series M Preferred Stock.

Appears in 1 contract

Samples: Participating Broker Dealer Agreement (Braemar Hotels & Resorts Inc.)

Strict Performance. The failure of any party to insist upon or enforce strict performance by any other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, such provision or right shall be and remain in full force and effect. Xxxxxxx Equity, LLC Soliciting Dealer Agreement 12 If the foregoing is in accordance with Participating Broker-Soliciting Dealer’s understanding and agreement, please sign and return the attached duplicate of this Agreement. Participating Broker-Soliciting Dealer’s indicated acceptance thereof shall constitute a binding agreement between Participating Broker-Soliciting Dealer and the Dealer Manager. DEALER MANAGER: TERRA SECURITIESXXXXXXX EQUITY, LLC BySignature: Name: Xxxxxxx X. Xxxxxxx Title: President The undersigned dealer confirms its agreement to act as a Participating Broker-Soliciting Dealer pursuant to all the terms and conditions of the above Participating Broker-Soliciting Dealer Agreement and the attached Dealer Manager Agreement. The undersigned dealer hereby represents that it will comply with the applicable requirements of the Securities Act and the Exchange Act and the published rules and regulations of the Commission thereunder, and applicable blue sky or other state securities laws. The undersigned dealer represents and warrants that the undersigned dealer is duly registered as a broker-dealer under the provisions of the Exchange Act and the Exchange Act Rules and Regulations or is exempt from such registration. The undersigned dealer confirms that it and each salesperson acting on its behalf are members in good standing of FINRA and duly licensed by each regulatory authority in each jurisdiction in which the undersigned dealer or such salesperson will offer and sell SharesUnits, or are exempt from registration with such authorities. The undersigned dealer hereby represents that it will comply with the Rules of FINRA and all rules and regulations promulgated by FINRA. Terra Securities, LLC Participating Broker-Dealer Agreement Name of Participating Broker-Soliciting Dealer Federal Identification Number CRD Number Signature: Name: Authorized Signatory Kindly have checks representing commissions forwarded as follows (if different than above): (Please type or print) Address: Street City State and Zip Code (Area Code) Telephone No. Attention: Terra Securities, LLC Participating Broker-Dealer Agreement Participating Broker-Dealer represents and warrants that it is currently licensed as a broker-dealer in the following jurisdictions:

Appears in 1 contract

Samples: Soliciting Dealer Agreement (GWG Holdings, Inc.)

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