Exhibit 1.2
Xxxxxxxxx Communities Inc.
5,000,000 shares of Preferred Stock
MANAGING AGENT AGREEMENT
Date________________
To Xxxxxxxxx Securities Inc.:
Xxxxxxxxx Communities Inc., a Georgia corporation ("Company"), hereby
confirms its agreement with Xxxxxxxxx Securities Inc. ("Managing Agent"), a
broker-dealer registered with the Securities and Exchange Commission
("Commission") and a member of the National Association of Securities Dealers,
Inc. ("NASD"), as follows:
1. Introduction.
Terms used in this agreement have the meanings given them in the
attached Sales Agency Agreement. Managing Agent is an Agent under the Sales
Agency Agreement and will have the additional responsibilities and compensation
in connection with the Offering described in this agreement.
2. Managing Agent's Responsibilities.
Managing Agent will have these responsibilities in connection with the
Offering, as well as any other responsibilities as from time to time agreed upon
by Managing Agent and the Company:
a. Selecting Agents. Managing Agent will identify and learn about any
registered broker-dealer that it recommends to the Company as an Agent for the
offering. If the Company agrees with the recommendation, it will enter into a
Sales Agency Agreement with the recommended broker-dealer.
b. Managing the relationships with Agents. Managing Agent will take all
actions necessary to assist the Company in meeting its obligations to Agents.
The Company may refer any communications with Agents to the Managing Agent. The
Company may rely upon the Managing Agent for any waivers or other communications
it may make on behalf of any Agent.
c. Compensating Agents. Managing Agent will supervise the accounting
for paying and reporting compensation to the Agents. The Company will provide
full cooperation by its staff and contractors for this purpose.
d. Monitoring Agents. Managing Agent will not be responsible for the
conduct of any Agent under the Sales Agency Agreement. It will, however, monitor
the performance of Agents and report to the Company when requested or when the
Managing Agent deems it would be in the Company's best interest to have
performance information about any Agent.
3. Managing Agents' Compensation.
Managing Agent shall receive, as compensation for its services
under this agreement, a commission equal to one percent (1%) of the aggregate
dollar amount of Shares sold by all Agents in the Offering. This compensation
for serving as Managing Agent is in addition to any and all compensation that
Managing Agent may receive for Shares sold by it in the Offering.
Xxxxxxxxx Communities Inc. Xxxxxxxxx Securities Inc.
By: By
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Xxxx X. Xxxxxxxx, President Xxxxx Xxxxxxx, President
