EXHIBIT 1.2
INLAND RETAIL REAL ESTATE TRUST, INC.
SOLICITING DEALERS AGREEMENT
Ladies and Gentlemen:
We have entered into an agreement (the "Dealer Manager Agreement")
which is a part hereof and attached hereto, with Inland Retail Real Estate
Trust, Inc., a Maryland corporation (the "Company"), under which we have agreed
to use our best efforts to solicit subscriptions for the shares of common stock
(the "Shares") in the Company. The Company is offering to the public an
aggregate maximum of up to 50,000,000 Shares at a price of $10 per Share on a
"best efforts" basis, up to 4,000,000 Shares issued pursuant to the Company's
distribution reinvestment program at a price of $9.50 per Share and 2,000,000
warrants issuable to us and to you (the "Soliciting Dealer Warrants") (and
Shares issuable on exercise of the Soliciting Dealer Warrants) which are
issuable in certain circumstances in connection with the sale of Shares (the
"Offering").
In connection with the performance of our obligations under Section 2
of the Dealer Manager Agreement, we are authorized to retain the services of
securities dealers who are members of the National Association of Securities
Dealers, Inc. (the "Soliciting Dealers") to solicit subscriptions. You are
hereby invited to become a Soliciting Dealer and, as such, to use your best
efforts to solicit subscribers for Shares, in accordance with the following
terms and conditions:
1. A registration statement (the "Registration Statement") with
respect to the 56,000,000 Shares and the Soliciting Dealer Warrants has been
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), and has become effective. The
56,000,000 Shares, the Soliciting Dealer Warrants and the Offering are more
particularly described in the enclosed prospectus (the "Prospectus") which is
part of the Registration Statement. Additional copies of the Prospectus will be
supplied to you in reasonable quantities upon request and may be provided to you
in electronic version by us or by the Company. We will also provide you with
reasonable quantities of any supplemental literature prepared by the Company in
connection with the offering of the Shares (the "Offering").
2. Solicitation and other activities by the Soliciting Dealers
hereunder shall be undertaken only in accordance with the Dealer Manager
Agreement, this Agreement, the Act, the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), the applicable rules and regulations of the
Commission, the Blue Sky Survey hereinafter referred to and the Rules of the
National Association of Securities Dealers, Inc. (the "NASD"), specifically
including, but not in any way limited to, NASD Rules 2440, 2730, 2740, and 2750.
In offering the sale of Shares to any person, each Soliciting Dealer shall have
reasonable grounds to believe (based on such information as the investment
objectives, other investments, financial situation and needs of the person or
any other information known by you after due inquiry) that: (i) such person is
or will be in a financial position appropriate to enable such person to realize
to a significant extent the benefits described in the Prospectus and has a net
worth sufficient to sustain the risks inherent in
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the program, including loss of investment and lack of liquidity; (ii) the
purchase of the Shares is otherwise suitable for such person, and each
Soliciting Dealer shall maintain records disclosing the basis upon which each
Soliciting Dealer determined the suitability of any persons offered Shares; and
(iii) such person has either: (a) a minimum annual gross income of $45,000 and a
minimum net worth (exclusive of home, home furnishings and automobiles) of
$45,000; or (b) a minimum net worth (determined with the foregoing exclusions)
of $150,000.
If the investor is a resident of Massachusetts, Missouri, Oregon or
Tennessee, the investor must have either: (i) a minimum net worth (excluding
home, home furnishings and automobiles) of $225,000; or (ii) a minimum annual
gross income of $60,000 and a minimum net worth (exclusive of home, home
furnishings and automobiles) of $60,000.
If the investor is a resident of Maine, the investor must have either:
(i) a minimum net worth (excluding home, home furnishings and automobiles) of
$200,000; or (ii) a minimum annual gross income of $50,000 and a minimum net
worth (exclusive of home, home furnishings and automobiles) of $50,000.
In addition, if the investor is a resident of Ohio or Pennsylvania, the
investment may not exceed 10% of the investor's liquid net worth.
Each Soliciting Dealer agrees: (i) to deliver to each person who
subscribes for the Shares, a Prospectus, as then supplemented or amended, prior
to the tender of his subscription agreement (the "Subscription Agreement"); (ii)
to comply promptly with the written request of any person for a copy of the
Prospectus during the period between the effective date of the Registration
Statement and the later of the termination of the distribution of the Shares or
the expiration of 40 days after the first date upon which the Shares were
offered to the public; (iii) to deliver in accordance with applicable law or as
prescribed by any state securities administrator to any person a copy of any
prescribed document included within the Registration Statement; and (iv) to
maintain in its files for at least six years, documents disclosing the basis
upon which the determination of suitability was reached as to each purchaser of
Shares. If any such Soliciting Dealer intends to use electronic delivery means
in distributing the Prospectus to any person, such Soliciting Dealer represents
and agrees that it will comply with all appropriate procedures in compliance
with requirements of the Commission.
3. Subject to the terms and conditions set forth herein and in the
Dealer Manager Agreement, the Company shall pay to you a selling commission of
7% of the price paid per Share for all Shares sold (except for Special Sales)
from the 50,000,000 Shares offered on a "best efforts" basis for which you have
acted as Soliciting Dealer pursuant to this Agreement. Soliciting Dealers will
also receive, subject to applicable federal and state securities laws, one
Soliciting Dealer Warrant for each 25 Shares sold by such Soliciting Dealer
during the Offering (the "Warrants"), which Warrants will be reallowed from the
Inland Securities Corporation, as the dealer manager (the "Dealer Manager"),
from the Warrants issued and sold to it by the Company for a purchase price of
$.0008 per Warrant. The Company will not issue more than 2,000,000 of the
Warrants in connection with the Offering of the Shares. The Warrants will be
issued quarterly commencing 60 days after the date on which Shares are first
sold pursuant to the Offering. In making a request that the Company or the
Dealer Manager transfer Warrants, you hereby represent that the transfer of such
Warrants to you is permissible and proper under applicable state securities laws
for sales of Shares to residents of the appropriate state(s). All
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Shares sold by the Company in the Offering, other than through the distribution
reinvestment program will be included in the computation of the number of Shares
sold to determine the number of Soliciting Dealer Warrants to be issued. The
holder of a Warrant will be entitled to purchase one Share from the Company at a
price of $12 (or 120% of the public offering price per Share, if the then
current offering price of Shares in the Offering is higher than $10 per Share)
during the time period beginning one year from the date of the first issuance of
any of the Soliciting Dealer Warrants and ending five years from the date of
such first issuance (the "Exercise Period"). If a Soliciting Dealer Warrant has
not been exercised by the end of the Exercise Period, it will terminate and the
holder thereof will have no further rights thereunder. Soliciting Dealers should
consult their tax advisors regarding the income tax aspects of receiving and/or
exercising the Soliciting Dealer Warrants.
Notwithstanding the foregoing, no selling commissions, marketing
contribution or due diligence expense allowance or any payments or amounts
whatsoever will be paid to you, and no Soliciting Dealer Warrants will be
reallowable to you unless and until at least 2,000,000 Shares have been sold
pursuant to the Offering and the proceeds therefrom are released from escrow and
paid to the Company.
Subject to certain conditions and exceptions explained below, investors
making an initial cash investment of at least $250,010 through the same
Soliciting Dealer may receive a reduction of the customary 7% selling commission
payable in connection with the purchase of those Shares in accordance with the
following schedule:
Amount of Selling Volume Maximum Commission Per
Discount Amount of Purchaser's Investment Share
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From To
-------------------------- -------------------------- ---------------------- ---------------------
1% $ 250,010 $500,000 6%
2% $ 500,010 $1,000,000 5%
3% $ 1,000,010 $2,500,000 4%
4% $ 2,500,010 $5,000,000 3%
5% $ 5,000,010 $10,000,000 2%
6% $10,000,010 more than $10,000,010 1%
Any reduction in the amount of the selling commissions in respect of
volume discounts received will be credited to the investor in the form of
additional whole shares or fractional shares. Selling commissions will not be
paid on any such whole shares or fractional shares issued for a volume discount.
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The agreement between the subscriber and the Soliciting Dealer as to
the method of effecting the volume discount and the amount of the volume
discount must be set forth in writing in an instrument satisfactory in form and
substance to the Company and to the Dealer Manager.
Certain purchases may be combined for the purpose of qualifying for a
volume discount and crediting a purchaser or purchasers with additional Shares
for the above described volume discount, and for determining commissions
reallowable to you, so long as all such combined purchases are made through you
and approved by the Company. A purchaser may combine subscriptions made in the
Offering with other subscriptions in the Offering or with subscriptions from the
Company's initial public offering pursuant to its registration statement
declared effective by the Commission on February 11, 1999, for the purpose of
computing amounts invested. Purchases by spouses may also be combined and
purchases by any investor may be combined with other purchases of Shares to be
held as joint tenants or a tenant in common by such investor with others for
purposes of computing amounts invested. Purchases by tax-exempt entities may
only be combined with purchases by other tax-exempt entities for purposes of
computing amounts invested only if investment decisions are made by the same
Person, provided that if the investment decisions are made by an independent
investment adviser, that investment adviser may not have any direct or indirect
beneficial interest in any of the tax-exempt entities whose purchases are sought
to be combined. The investor must xxxx the "Additional Investment" space on the
Subscription Agreement Signature Page in order for purchases to be combined. The
Company is not responsible for failing to combine purchases, where the investor
fails to xxxx the "Additional Investment" space.
If the Subscription Agreements for the purchases to be combined are
submitted at the same time, then the additional Shares to be credited to the
purchasers as a result of such combined purchases will be credited on a pro rata
basis. If the Subscription Agreements for the purchases to be combined are not
submitted at the same time, then any additional Shares to be credited as a
result of such combined purchases will be credited to the last component
purchase, unless the Company is otherwise directed in writing at the time of
such submission; except however, the additional Shares to be credited to any
Tax-Exempt Entities whose purchases are combined for purposes of the volume
discount will be credited only on a pro rata basis based on the amount of the
investment of each Tax-Exempt Entity and their combined purchases.
Notwithstanding the preceding paragraphs, in no event shall any
investor receive a discount greater than 5% on any purchase of Shares if such
investor already owns, or may be deemed to already own, any Shares. This
restriction may limit the amount of the volume discount available to a purchaser
after the purchaser's initial purchase and the amount of additional Shares that
may be credited to a purchaser as a result of the combination of purchases.
In the event the dollar amount of commissions paid for such combined
purchases exceeds the maximum commissions for such combined purchases (taking
the volume discount into effect), you will be obligated to forthwith return to
the Dealer Manager (for credit to the Company) any excess commissions received.
The Dealer Manager may adjust any future commissions due to you for any such
excess commissions that have not been returned.
You (and other Soliciting Dealers) also may receive an amount equal to
a maximum of an additional 1.5% of the price per Share for all Shares sold
(except for certain Special Sales) from the 50,000,000 Shares offered on a "best
efforts" basis for which you have acted as
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Soliciting Dealer hereunder, as a sales credit (as described in the following
paragraph) (equal to 1%) and due diligence expense allowance (equal to 0.5%).
However, except to the extent set forth below, such amounts will only be paid to
a Soliciting Dealer for actual marketing and due diligence expenses.
Furthermore, you (and other Soliciting Dealers) will not be paid any portion of
the wholesaling fees paid in connection with the Offering. Such wholesaling fees
and the sales credit described in the following paragraph are included within
the maximum Marketing Contribution.
You (and other Soliciting Dealers) who sell more than a predetermined
number of Shares (to be determined by the Dealer Manager annually on a calendar
year basis) shall be entitled to receive a sales credit in the amount of 1% of
the price of all Shares sold by that Soliciting Dealer, which amount(s) shall be
paid quarterly, in arrears, upon first reaching the predetermined annual
threshold and each quarter thereafter during the calendar year in which the
Soliciting Dealer is credited with additional sales. Certain marketing and due
diligence expenses such as Soliciting Dealer conferences and due diligence fees
may be advanced to a Soliciting Dealer and later deducted from that Soliciting
Dealer's sales credit. Any sales credit shall be deducted from the maximum
Marketing Contribution, which may otherwise be reallowable to the Soliciting
Dealer.
You (and other Soliciting Dealers) may reallow any portion of the above
sales credit to its registered representatives as is permitted under applicable
law and regulations including, without limitation, the federal and any
applicable state securities laws, any rules and/or regulations thereunder and
the rules and regulations of the NASD.
In connection with the performance of services, employees, Directors
and associates of the Company and its Affiliates, the Advisor, Affiliates of the
Advisor, the Dealer Manager and their respective officers and employees and
certain of their affiliates will be permitted to purchase Shares, as Special
Sales, net of selling commissions, the Marketing Contribution and the Due
Diligence Expense Allowance, and you shall not be entitled to receive any
compensation attributable to any such purchase(s).
Certain other Special Sales shall be effected directly by the Company
and not pursuant to this Agreement, and no selling commission shall be payable
in connection with such Special Sales, including sales to one or more Soliciting
Dealers and their respective officers and employees and certain of their
respective affiliates who request and are entitled to purchase Shares net of
selling commissions. Furthermore, no selling commission shall be payable on the
Shares credited to an investor as a result of a volume discount or on sales of
Shares to certain investors whose contracts for investment advisory and related
brokerage services include a fixed or "wrap" fee feature. The term "Special
Sales" shall have the meaning ascribed to it in the Prospectus. The Marketing
Contribution and Due Diligence Expense Allowance will, however, be allowed and
paid with respect to those sales which are "Special Sales" solely by virtue of
(a) the presence of a contract for investment advisory and related brokerage
services with the proposed investor/subscriber which includes a fixed or "wrap"
fee feature , (b) being sales to the Soliciting Dealers and their respective
officers and employees and certain of their respective affiliates who request
and are entitled to purchase Shares net of selling commissions, and (c) being
sales of Shares which are entitled to a volume discount, including the Shares
credited to an investor as a result of a volume discount. Any subsequent
purchases of Shares by investors who
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initially purchased Shares net of the 7% selling commission are limited to a
maximum discount of 5% of the public offering price per Share.
Your compensation may also be adjusted in the manner set forth in
Section 4(g) of the Dealer Manager Agreement.
Notwithstanding the foregoing, it is understood and agreed that no
commission shall be payable with respect to particular Shares if the Company
rejects a proposed subscriber's Subscription Agreement, which it may do, as
provided in the form of Subscription Agreement for any reason or for no reason.
Accordingly, you shall have no authority to issue a confirmation (pursuant to
Exchange Act Rule 10b-10) to any subscriber; such authority residing solely in
us, as the Dealer Manager and processing broker-dealer.
Certain subscribers to the Company's Shares may agree with their
participating Soliciting Dealer and the Dealer Manager to have selling
commissions due with respect to the purchase of their Shares paid over a period
of up to six years pursuant to a deferred commission option arrangement (the
"Deferred Commission Option"), as more fully explained, and subject to the
conditions set forth, under the section "Plan of Distribution--Deferred
Commission Option" in the Company's Prospectus, which section is incorporated by
reference herein. Stockholders electing the Deferred Commission Option will be
required to pay a total of $9.40 per Share purchased upon subscription, rather
than $10.00 per Share, with respect to which $0.10 per Share will be payable by
the Company to the Dealer Manager as selling commissions due upon subscription,
which may be reallowed to the participating Soliciting Dealer by the Dealer
Manager. For each of the six years following such subscription on a date or
dates to be determined by the Dealer Manager, $0.10 per Share will be paid by
the Company to the Dealer Manager as deferred selling commissions with respect
to Shares sold pursuant to the Deferred Commission Option, which amounts will be
deducted from and paid out of cash distributions otherwise payable to such
stockholders holding such Shares, and may be reallowed to the participating
Soliciting Dealer by the Dealer Manager. The net proceeds to the Company will
not be affected by the election of the Deferred Commission Option. Under this
arrangement and based on a $10.00 per Share deemed value for each Share issued,
a stockholder electing the Deferred Commission Option will pay a 1% selling
commission upon subscription, rather than a 7% selling commission, and an amount
equal to up to a 1% selling commission per year thereafter for up to the next
six years which will be deducted from and paid by the Company out of cash
distributions otherwise payable to such stockholder.
As in any volume discount situation, selling commissions are not paid
on any Shares issued for a volume discount. Therefore, when the deferred
commission option is used, no deductions will be made for deferred commission
obligations from cash distributions payable on the Shares issued for a volume
discount, because there will not be any deferred commission obligation as to
those particular Shares. The number of Shares issued, if any, for a volume
discount, will be determined as described above in Section 2(d)(i) of the
Agreement.
At such time, if any, that the Company's Shares are listed on a
national securities exchange or included for quotation on a national market
system, or such listing or inclusion is reasonably anticipated to occur at any
time prior to the satisfaction of the remaining deferred
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commission obligations, the Company shall accelerate all outstanding payment
obligations under the Deferred Commission Option. The amount of the remaining
selling commissions due shall be deducted and paid by the Company out of cash
distributions otherwise payable to such Stockholders during the time period
prior to any such listing of the Shares for trading on a national securities
exchange or inclusion for quotation on a national market system; provided that,
in no event may the Company withhold in excess of $0.60 per Share in the
aggregate during the six-year period following the subscription. The maximum
amount that may be withheld and the maximum number of years for which selling
commissions may be deferred will be lower when the volume discount provisions
are also applicable and less than 6% of the selling commissions are deferred. To
the extent that the cash distributions during such time period are insufficient
to satisfy the remaining deferred selling commissions due, the obligations of
the Company and the Company's Stockholders to make any further payments of
deferred selling commissions under the Deferred Commission Option shall
terminate and the Dealer Manager (and participating Soliciting Dealers if the
deferred selling commissions are reallowed to them by the Dealer Manager) will
not be entitled to receive any further portion of the unpaid deferred selling
commissions following any such listing for trading or inclusion for quotation of
the Shares.
4. We reserve the right to notify you by telegram or by other
means of the number of Shares reserved for sale by you. Such Shares will be
reserved for sale by you until the time specified in our notification to you.
Sales of any reserved Shares after the time specified in the notification to you
or any requests for additional Shares will be subject to rejection in whole or
in part.
5. Payments for Shares shall be made by checks payable to "LBNA,
Escrow Agent for IRRET" and forwarded together with a copy of the Subscription
Agreement, which is attached as Appendix C to the Prospectus or such other form
of Subscription Agreement as may be revised by the Company, executed by the
subscriber, to Inland Securities Corporation, 0000 Xxxxxxxxxxx Xxxx, Xxx Xxxxx,
Xxxxxxxx 00000, not later than noon of the next business day after receipt of
such Subscription Agreement and check (when your internal supervisory procedures
are completed at the site at which the Subscription Agreement and check were
received by you) or, when your internal supervisory procedures are performed at
a different location (the "Final Review Office"), you shall transmit the check
and Subscription Agreement to the Final Review Office by the end of the next
business day following your receipt of the Subscription Agreement and check. The
Final Review Office will, by the end of the next business day following its
receipt of the Subscription Agreement and check, forward both the Subscription
Agreement and check to the Dealer Manager as processing broker-dealer. If any
Subscription Agreement solicited by you is rejected by the Company, the
Subscription Agreement and check will be forwarded to the escrow agent for
prompt return to the rejected subscriber.
6. We will inform you as to the jurisdictions in which we have
been advised by the Company that the Shares have been qualified for sale or
are exempt under the respective securities or "blue sky" laws of such
jurisdictions; but we have not assumed and will not assume any obligation or
responsibility as to your right to act as a broker and/or dealer with respect
to the Shares in any such jurisdiction. You agree that you will not make any
offers except in states in which we may advise you that the Offering has been
qualified or is exempt and further agree to assure that each person to whom
you sell Shares (at both the time of the initial purchase as well as at the
time of any subsequent purchases) meets any special suitability standards
which
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apply to sales in a particular jurisdiction, as described in the Blue Sky Survey
and the Subscription Agreement. Neither we nor the Company assume any obligation
or responsibility in respect of the qualification of the Shares covered by the
Prospectus under the laws of any jurisdiction or your qualification to act as a
broker and/or dealer with respect to the Shares in any jurisdiction. The Blue
Sky Survey which has been or will be furnished to you indicates the
jurisdictions in which it is believed that the offer and sale of Shares covered
by the Prospectus is exempt from, or requires action under, the applicable blue
sky or securities laws thereof, and what action, if any, has been taken with
respect thereto.
It is understood and agreed that under no circumstances will you, as a
Soliciting Dealer, engage in any activities hereunder in any jurisdiction in
which you may not lawfully so engage or in any activities in any jurisdiction
with respect to the Shares in which you may lawfully so engage unless you have
complied with the provisions hereof.
7. Neither you nor any other person is authorized by the Company
or by us to give any information or make any representations in connection with
this Agreement or the offer of Shares other than those contained in the
Prospectus, as then amended or supplemented, or any sales literature approved by
us and the Company. You agree not to publish, circulate or otherwise use any
other advertisement or solicitation material without our prior written approval.
You are not authorized to act as our agent in any respect, and you agree not to
act as such agent and not to purport to act as such agent.
8. We shall have full authority to take such action as we may
deem advisable with respect to all matters pertaining to the Offering or arising
thereunder. We shall not be under any liability (except for (i) our own lack of
good faith and (ii) for obligations expressly assumed by us hereunder) for or in
respect of the validity or value of or title to, the Shares; the form of, or the
statements contained in, or the validity of, the Registration Statement, the
Prospectus or any amendment or supplement thereto, or any other instrument
executed by Inland Retail Real Estate Advisory Services, Inc., the Company's
advisor (the "Advisor"), the Company or by others; the form or validity of the
Dealer Manager Agreement or this Agreement; the delivery of the Shares; the
performance by the Advisor, the Company or by others of any agreement on its or
their part; the qualification of the Shares for sale under the laws of any
jurisdiction; or any matter in connection with any of the foregoing; provided,
however, that nothing in this paragraph shall be deemed to relieve the Company
or the undersigned from any liability imposed by the Act. No obligations on the
part of the Company or the undersigned shall be implied or inferred herefrom.
9. Under the Dealer Manager Agreement, the Company has agreed to
indemnify you and us and each person, if any, who controls you or us, in certain
instances and against certain liabilities, including liabilities under the Act
in certain circumstances. You agree to indemnify the Company and each person who
controls it as provided in the Dealer Manager Agreement and to indemnify us to
the extent and in the manner that you agree to indemnify the Company in such
Dealer Manager Agreement.
10. You hereby authorize and ratify the execution and delivery of
the Dealer Manager Agreement by us as Dealer Manager for ourselves and on behalf
of the Soliciting Dealers (including you) and authorize us to agree to any
variation of its terms or provisions and to execute and deliver any amendment,
modification or supplement thereto. Each Soliciting Dealer hereby agrees to be
bound by all provisions of the Dealer Manager Agreement relating to
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Soliciting Dealers. You also authorize us to exercise, in our discretion, all
the authority or discretion now or hereafter vested in us by the provisions of
the Dealer Manager Agreement and to take all such actions as we may believe
desirable in order to carry out the provisions of the Dealer Manager Agreement
and of this Agreement.
11. This Agreement, except for the provisions of Sections 8 and 9
hereof, may be terminated at any time by either party hereto by two days prior
written notice to the other party and, in all events, this Agreement shall
terminate on the termination date of the Dealer Manager Agreement, except for
the provisions of Sections 8 and 9 hereof.
12. Any communications from you should be in writing addressed to
us at Inland Securities Corporation, 0000 Xxxxxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxx
00000, Attention: Xx. Xxxxxx X. Xxxxxx, President. Any notice from us to you
shall be deemed to have been duly given if mailed, communicated by telegraph or
telefacsimile or delivered by overnight courier to you at your address shown
below.
13. Nothing herein contained shall constitute the undersigned,
you, the other Soliciting Dealers or any of them as an association, partnership,
limited liability company, unincorporated business or other separate entity.
14. Prior to offering the Shares for sale, you shall have
conducted an inquiry such that you have reasonable grounds to believe, based on
information made available to you by the Company or the Advisor through the
Prospectus or other materials, that all material facts are adequately and
accurately disclosed and provide a basis for evaluating a purchase of Shares. In
determining the adequacy of disclosed facts pursuant to the foregoing, each
Soliciting Dealer may obtain, upon request, information on material facts
relating at a minimum to the following:
(1) items of compensation;
(2) physical properties;
(3) tax aspects;
(4) financial stability and experience of the Company and
the Advisor;
(5) conflicts and risk factors; and
(6) appraisals and other pertinent reports.
Notwithstanding the foregoing, each Soliciting Dealer may rely upon the results
of an inquiry conducted by another Soliciting Dealer, provided that:
(i) such Soliciting Dealer has reasonable grounds to
believe thatsuch inquiry was conducted with due care;
(ii) the results of the inquiry were provided to you
with the consent of the Soliciting Dealer conducting
or directing the inquiry; and
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(iii) no Soliciting Dealer that participated in the inquiry
is an affiliate of the Company.
Prior to the sale of the Shares, each Soliciting Dealer shall inform the
prospective purchaser of all pertinent facts relating to the liquidity and
marketability of the Shares during the term of the investment.
If the foregoing is in accordance with your understanding and
agreement, please sign and return the attached duplicate of this Agreement.
Your indicated acceptance thereof shall constitute a binding agreement
between you and us.
Very truly yours,
INLAND SECURITIES CORPORATION
By:
-------------------------------------------
Title:
----------------------------------------
________, 2001
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We confirm our agreement to act as a Soliciting Dealer pursuant to all
the terms and conditions of the above Soliciting Dealer Agreement and the
attached Dealer Manager Agreement. We hereby represent that we will comply with
the applicable requirements of the Act and the Exchange Act and the published
Rules and Regulations of the Commission thereunder, and applicable blue sky or
other state securities laws. We confirm that we are a member in good standing of
the NASD. We hereby represent that we will comply with the Rules of the NASD and
all rules and regulations promulgated by the NASD.
Dated: ____________, 2001
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Name of Soliciting Dealer
-------------------------------------
Federal Identification Number
By:
---------------------------------
Authorized Signature
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:
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