Priority Income Fund, Inc. Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • November 13th, 2012 • Priority Senior Secured Income Fund, Inc. • New York

This CUSTODY AGREEMENT (this “Agreement”) is dated as of October 5, 2012, and is by and between Priority Senior Secured Income Fund, Inc. (and any successor or permitted assign, the “Company”), a corporation organized under the laws of the State of Maryland, having its principal place of business at 10 East 40th Street, 44th Floor, New York, NY 10016, and U.S. BANK NATIONAL ASSOCIATION (and any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association having a place of business at One Federal Street, Boston, MA 02110.

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PRIORITY INCOME FUND, INC. (a Maryland Corporation) [●] Shares of [●]% Series L Term Preferred Stock Due 2029 UNDERWRITING AGREEMENT
Underwriting Agreement • February 14th, 2022 • Priority Income Fund, Inc. • New York

Ladenburg Thalmann & Co. Inc. As Representative of the several Underwriters Listed on Schedule A hereto c/o Ladenburg Thalmann & Co. Inc.

INVESTMENT ADVISORY AGREEMENT BETWEEN PRIORITY INCOME FUND, INC. AND
Investment Advisory Agreement • September 27th, 2019 • Priority Income Fund, Inc. • New York

Agreement made this 30th day of May 2019, by and between Priority Income Fund, Inc., a Maryland corporation (the “Corporation”), and Priority Senior Secured Income Management, LLC, a Delaware limited liability company (the “Adviser”).

PRIORITY INCOME FUND, INC. DEALER MANAGER AGREEMENT January 6, 2023
Dealer Manager Agreement • February 14th, 2023 • Priority Income Fund, Inc. • New York

Priority Income Fund, Inc., a Maryland corporation formerly known as Priority Senior Secured Income Fund, Inc. (the “Company”), has registered for public sale shares of its common stock, $0.01 par value per share (the “Shares”), to be issued and sold pursuant to one or more of the Company’s registration statements on Form N-2, as amended or supplemented that are listed on Schedule 1 to this Dealer Manager Agreement (the “Agreement”) (each, an “Offering”) (specifically, Class R Common Shares (“Class R Shares”) to be sold to the public through broker-dealers subject to selling commissions and dealer manager fees; Class RIA Common Shares (“Class RIA Shares”) to be sold to clients of certain registered investment advisers (“RIAs”) and broker-dealers that are managing wrap or other fee-based accounts, subject to dealer manager fees but no selling commissions; Class I Common Shares (“Class I Shares”) to be sold without selling commissions and dealer manager fees) (1) through certain fee-base

THIRD AMENDED AND RESTATED EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT
Expense Support and Conditional Reimbursement Agreement • March 31st, 2016 • Priority Income Fund, Inc. • New York

This Third Amended and Restated Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 30th day of March, 2016, by and among Priority Income Fund, Inc. (the “Fund”) and Priority Senior Secured Income Management, LLC (the “Adviser”).

INVESTOR SERVICES AGREEMENT
Investor Services Agreement • May 22nd, 2018 • Priority Income Fund, Inc. • New York

INVESTOR SERVICES AGREEMENT (this “Agreement”) made as of May 11, 2018 by and between Priority Income Fund, Inc., a Maryland corporation (hereinafter referred to as the “Corporation”), and Destra Capital Investments LLC, a Delaware limited liability company (hereinafter referred to as the “Investor Services Administrator”).

FORM OF ESCROW AGREEMENT
Escrow Agreement • March 28th, 2013 • Priority Senior Secured Income Fund, Inc. • Delaware

This Escrow Agreement (this “Agreement”) is made and entered into as of this day of , 2013 by and between Priority Senior Secured Income Fund, Inc., a Maryland corporation (“Company”), Behringer Securities LP, a Texas Limited Partnership (the “Dealer Manager”) and UMB Bank, N.A., as Escrow Agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).

FORM OF TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • December 18th, 2014 • Priority Income Fund, Inc. • New York

This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is effective as of October ___, 2014 (the “Effective Date”) by and between Priority Senior Secured Income Management, LLC, a Delaware limited liability company (the “Licensor”), and Priority Income Fund, Inc., a Maryland corporation (the “Corporation”) (each a “party,” and collectively, the “parties”).

SELLING AGENT AGREEMENT by and among Priority Income Fund, Inc., Priority Senior Secured Income Management, LLC, Prospect Administration LLC, InspereX LLC and the Agents named herein and added from time to time
Selling Agent Agreement • April 14th, 2022 • Priority Income Fund, Inc. • Illinois

If this Agreement is executed by or on behalf of any party, such person hereby states that at the time of the execution of this Agreement he has no notice of revocation of the power of attorney by which he has executed this Agreement as such attorney.

FORM OF EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT
Expense Support and Conditional Reimbursement Agreement • February 12th, 2014 • Priority Senior Secured Income Fund, Inc. • New York

This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this [●] day of February, 2014, by and among Priority Senior Secured Income Fund, Inc. (the “Fund”) and Priority Senior Secured Income Management, LLC (the “Adviser”).

FORM OF ADMINISTRATION AGREEMENT
Administration Agreement • November 13th, 2012 • Priority Senior Secured Income Fund, Inc. • New York

AGREEMENT (this “Agreement”) made as of [ ], 2012 by and between Priority Senior Secured Income Fund, Inc., a Maryland corporation (hereinafter referred to as the “Corporation”), and Prospect Administration LLC, a Delaware limited liability company (hereinafter referred to as the “Administrator”).

SELLING AGENT AGREEMENT
Selling Agent Agreement • April 18th, 2019 • Priority Income Fund, Inc. • Illinois

If this Agreement is executed by or on behalf of any party, such person hereby states that at the time of the execution of this Agreement he has no notice of revocation of the power of attorney by which he has executed this Agreement as such attorney.

Priority Senior Secured Income Management, LLC
Investment Advisory Agreement • October 21st, 2015 • Priority Income Fund, Inc.

This letter is being delivered to you with respect to the Investment Advisory Agreement (the “Advisory Agreement”) to which Priority Senior Secured Income Fund, Inc. (the “Company”) and Priority Senior Secured Income Management, LLC (the “Adviser”) are parties. Pursuant to section 2 of the Advisory Agreement, the Adviser is entitled to receive reimbursement from the Company of organization and offering expenses it has paid on behalf of the Company in an amount of up to 5.0% of the aggregate gross proceeds of the offering of the Company’s securities until all of the organization and offering expenses incurred and/or paid by the Adviser have been recovered. Pursuant to this letter, the Adviser hereby agrees to accept henceforth a maximum of 2.0% of the aggregate gross proceeds of the offering of the Company’s securities until all of the organization and offering expenses incurred and/or paid by the Adviser have been recovered.

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 27th, 2014 • Priority Income Fund, Inc. • New York

This Indemnification Agreement (this “Agreement”), dated October ___, 2014, is entered into by and among Priority Income Fund, Inc., a Maryland corporation (the “Company”), Priority Senior Secured Income Management, LLC, a Delaware limited liability company (the “Adviser”), Behringer Harvard Holdings, LLC (“Behringer”) and Prospect Capital Management LLC (“Prospect” and each of Prospect and Behringer a “Guarantor”).

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