EX-1(iii) FORM S-11 INVESTORS REAL ESTATE TRUST
SECURITY SALES AGREEMENT
THIS AGREEMENT, made this 12th day of February, 1997, between INVESTORS REAL
ESTATE TRUST, A North Dakota Business Trust, 00 Xxxxx Xxxx, Xxxxx, Xxxxx
Xxxxxx 00000 (hereinafter ("IRET"), and HUNTINGDON SECURITIES CORPORATION,
000 Xxxxx Xxxxxxxx, Xxxxx 000, Xxxxx, Xxxxx Xxxxxx 00000-0000 (hereinafter
"HUNTINGDON").
WHEREAS, IRET has filed a Form S-11 with the Securities and Exchange
Commission to register for sale to the public 1,000,000 shares of its shares
of Beneficial Interest; and
WHEREAS, HUNTINGDON is a broker registered with the National Association of
Securities Dealers and is also registered in states in which said shares of
Beneficial Interest will also be registered for sale by IRET;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, it
is agreed as follows:
1. IRET hereby employs HUNTINGDON as a Broker to offer said
shares of Beneficial Interest for sale of $7.20 per share, minimum purchase
of 100 shares. HUNTINGDON agrees to use its best efforts to conduct the
sales effort necessary to market said securities subject to the terms and
conditions of this agreement. This agreement shall become effective only
upon the effectiveness of the registration of said securities by the
Securities and Exchange Commission and the applicable state Securities
Commissioners and shall terminate contemporaneously with the termination or
completion of said registration.
2. IRET shall be responsible for paying all costs and expenses
relating to the registration of said securities, including the preparation,
printing and filing of the Prospectus and Registration Statements and all
amendments and exhibits, all filing and registration fees and costs, and all
legal, accounting, printing and filing fee expenses in connection therewith.
3. All solicitation expenses including travel, telephone and
other expenses incurred by HUNTINGDON and its salesmen shall be the
responsibility of HUNTINGDON and its salesmen.
4. As compensation for its service hereunder, HUNTINGDON shall
receive 8% of the proceeds of all of the securities sold and paid for.
5. IRET represents and warrants to HUNTINGDON as follows:
- IRET is a North Dakota Business Trust duly organized and
in good standing under the laws of the State of North Dakota
and duly authorized to conduct its business in the states in
which it operates.
- The shares of Beneficial Interest described in the Prospectus
filed in connection with the above described Offering have the
characteristics set forth in said Prospectus and IRET is
authorized to issue an unlimited number of its shares of
Beneficial Interest under its trust powers.
- The Financial Statements contained in the Prospectus and by
reference incorporated herein are true, correct and complete,
and no material, adverse changes have occurred since the
issuance of such statement.
Page 126(a)
IRET hereby indemnifies and will hold HUNTINGDON harmless from all claims,
demands, liabilities and expenses (including legal expenses) arising out of
or based on any of the representations or warranties made by IRET herein.
This agreement shall be binding upon and shall inure to the benefit of the
parties, their successors and assigns.
INVESTORS REAL ESTATE TRUST
By
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Xxxxxx X. Xxxxx, Vice President
HUNTINGDON SECURITIES CORPORATION
By
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Xxxxx X. Xxxxxx, President
Page 126(b)
