EXHIBIT 1.1
EXHIBIT E - BROKER DEALER AGREEMENT
SHOPOFF PROPERTIES TRUST, INC.
Up to 20,100,000 Shares of Common Stock/$200,000,000
FORM OF
BROKER-DEALER AGREEMENT
______________ ____, 2007
Shopoff Securities, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
Shopoff Properties Trust, Inc., a Maryland corporation (the "Company"), is
registering for public sale (the "Offering") a maximum of 20,100,000 shares of
its common stock, $0.01 par value per share, (the "Shares" or the "Stock") to be
issued and sold for an aggregate purchase price of $200,000,000 (2,000,000
shares to be offered to the public at $9.50 per Share and 18,100,000 Shares to
be offered to the public for $10.00 per Share). The minimum offering amount is
1,700,000 shares and the minimum purchase by any one person shall be 2,000
Shares (except as otherwise indicated in the Prospectus (defined below) or in
any letter or memorandum from the Company to Shopoff Securities, Inc. (the
"Broker-Dealer")). Terms not defined herein shall have the same meaning as in
the Prospectus. In connection therewith and in consideration of the promises
made herein and for other good and valuable consideration, including the
provisions hereinafter set forth, the Company hereby agrees with you, the
Broker-Dealer, as follows:
1. Representations and Warranties of the Company
The Company represents and warrants to the Broker-Dealer that:
1.1 A registration statement with respect to the Company has been
prepared by the Company in accordance with applicable requirements of the
Securities Act of 1933, as amended (the "Securities Act"), and the applicable
rules and regulations (the "Rules and Regulations") of the Securities and
Exchange Commission (the "SEC") promulgated thereunder, covering the Shares.
Such registration statement, which includes a preliminary prospectus, was
initially filed with the SEC on or about November 30, 2006. Copies of such
registration statement and each amendment thereto have been or will be delivered
to the Broker-Dealer. (The registration statement and prospectus contained
therein, as finally amended and revised at the effective date of the
registration statement and as amended and supplemented thereafter, are
respectively hereinafter referred to as the "Registration Statement" and the
"Prospectus," except that if the
Prospectus first filed by the Company pursuant to Rule 424(b) under the
Securities Act shall differ from the Prospectus, the term "Prospectus" shall
also include the Prospectus filed pursuant to Rule 424(b).)
1.2 The Company has been duly and validly organized and formed as a
corporation under the laws of the state of Maryland, with the power and
authority to conduct its business as described in the Prospectus.
1.3 The Registration Statement and Prospectus comply on the date hereof
and will continue to comply hereafter with the Securities Act and the Rules and
Regulations and do not and will not contain any untrue statements of material
facts or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein not misleading; provided,
however, that the foregoing provisions of this Section 1.3 will not extend to
such statements contained in or omitted from the Registration Statement or
Prospectus as are primarily within the knowledge of the Broker-Dealer and are
based upon information furnished by the Broker-Dealer in writing to the Company
specifically for inclusion therein.
1.4 The Company intends to use the funds received from the sale of the
Shares as set forth in the Prospectus.
1.5 No consent, approval, authorization or other order of any
governmental authority is required in connection with the execution or delivery
by the Company of this Agreement or the issuance and sale by the Company of the
Shares, except such as may be required under the Securities Act or applicable
state securities laws.
1.6 There are no actions, suits or proceedings pending or to the
knowledge of the Company, threatened against the Company at law or in equity or
before or by any federal or state commission, regulatory body or administrative
agency or other governmental body, domestic or foreign, which will have a
material adverse effect on the business or property of the Company.
1.7 The execution and delivery of this Agreement, the consummation of
the transactions herein contemplated and compliance with the terms of this
Agreement by the Company do not and will not conflict with or constitute a
default under any charter, bylaw, indenture, mortgage, deed of trust, lease,
rule, regulation, writ, injunction or decree of any government, governmental
instrumentality or court, domestic or foreign, having jurisdiction over the
Company, except to the extent that the enforceability of the indemnity and/or
contribution provisions contained in Section 4 of this Agreement may be limited
under applicable securities laws.
1.8 The Company has full legal right, power and authority to enter into
this Agreement and to perform the transactions contemplated hereby, except to
the extent that the enforceability of the indemnity and/or contribution
provisions contained in Section 4 of this Agreement may be limited under
applicable securities laws.
1.9 At the time of the issuance of the Shares, the Shares will have been
duly authorized and validly issued, and upon payment therefor, will be fully
paid and nonassessable and will conform to the description thereof contained in
the Prospectus.
2. Covenants of the Company
The Company covenants and agrees with the Broker-Dealer that:
2.1 It will, at no expense to the Broker-Dealer, furnish the
Broker-Dealer with such number of printed copies of the Registration Statement,
including all amendments, supplements and exhibits thereto, as the Broker-Dealer
may reasonably request. It will similarly furnish to the Broker-Dealer and
others designated by the Broker-Dealer as many copies as the Broker-Dealer may
reasonably request in connection with the Offering of: (a) the Prospectus in
preliminary and final form and every form of supplemental or amended prospectus;
(b) this Agreement; and (c) any other printed sales literature or other
materials (provided that the use of said sales literature and other materials
has been first approved for use by the Company and all appropriate regulatory
agencies).
2.2 It will furnish such proper information and execute and file such
documents as may be necessary for the Company to qualify the Shares for offer
and sale under the securities laws of such jurisdictions as the Broker-Dealer
may reasonably designate and will file and make in each year such statements and
reports as may be required. The Company will furnish to the Broker-Dealer a copy
of such papers filed by the Company in connection with any such qualification.
2.3 It will: (a) if not effective upon the date hereof, use its best
efforts to cause the Registration Statement to become effective; (b) furnish
copies of any proposed amendment or supplement of the Registration Statement or
Prospectus to the Broker-Dealer; (c) file every amendment or supplement to the
Registration Statement or the Prospectus that may be required by the SEC; and
(d) if at any time the SEC shall issue any stop order suspending the
effectiveness of the Registration Statement, it will use its best efforts to
obtain the lifting of such order at the earliest possible time.
2.4 If at any time when a Prospectus is required to be delivered under
the Securities Act any event occurs as a result of which, in the opinion of
either the Company or the Broker-Dealer, the Prospectus or any other prospectus
then in effect would include an untrue statement of a material fact or, in view
of the circumstances under which they were made, omit to state any material fact
necessary to make the statements therein not misleading, the Company will
promptly notify the Broker-Dealer thereof (unless the information shall have
been received from the Broker-Dealer) and will effect the preparation of an
amended or supplemental prospectus which will correct such statement or
omission. The Company will then promptly prepare such amended or supplemental
prospectus or prospectuses as may be necessary to comply with the requirements
of Section 10 of the Securities Act.
3. Payment of Expenses and Fees
3.1 The Company agrees to pay all costs and expenses incident to the
Offering, whether or not the transactions contemplated hereunder are consummated
or this Agreement is terminated, including expenses, fees and taxes in
connection with: (a) the registration fee, the preparation and filing of the
Registration Statement (including without limitation financial statements,
exhibits, schedules and consents), the Prospectus, and any amendments or
supplements thereto, and the printing and furnishing of copies of each thereof
to the Broker-Dealer (including costs of mailing and shipment); (b) the
preparation, issuance and delivery of certificates, if any, for the Shares,
including any stock or other transfer taxes or duties payable upon the sale of
the Shares; (c) all fees and expenses of the Company's legal counsel,
independent public or certified public accountants and other advisors; (d) the
qualification of the Shares for offering and sale under state laws in the states
that the Company shall designate as appropriate and the determination of their
eligibility for investment under state law as aforesaid and the printing and
furnishing of copies of any blue sky surveys or legal investment surveys to the
Broker-Dealer; (e) filing for review of the public offering of the Shares by the
NASD (including the reasonable legal fees and filing fees and other
disbursements of counsel relating thereto); (f) the fees and expenses of any
transfer agent or registrar for the Shares and miscellaneous expenses referred
to in the Registration Statement; (g) all costs and expenses incident to the
travel and accommodation of the Company's employees in making road show
presentations with respect to the offering of the Shares; and (h) the
performance of the Company's other obligations hereunder.
3.2 In addition, once the minimum offering amount is sold, the Company
shall reimburse the Broker-Dealer for certain costs and expenses incident to the
Offering, to the extent permitted pursuant to prevailing rules and regulations
of the NASD, including expenses, fees and taxes incurred in connection with: (a)
any legal counsel to the Broker-Dealer, including fees and expenses incurred
prior to the effective date of the Offering; (b) customary travel, lodging,
meals and reasonable entertainment expenses incurred in connection with the
Offering; (c) attendance at broker-dealer sponsored conferences, educational
conferences sponsored by the Company, industry sponsored conferences and
informational seminars; and (d) customary promotional items; provided, however,
that, no costs and expenses shall be reimbursed by the Company pursuant to this
Section 3.2 which would cause the total compensation paid in connection with the
Offering to exceed 10% of the gross proceeds from the sale of the Shares.
3.3 No commissions will be paid to the Broker-Dealer under this
Agreement. If the Broker-Dealer elects to sell the Shares through other
broker-dealers (each, a "Dealer"), the Company will not be liable or responsible
to any Dealer for direct payment of any commissions, reimbursement of expenses,
or other payments to such Dealer, it being the sole and exclusive responsibility
of the Broker-Dealer for payment of commissions to Dealers.
4. Obligations of Broker-Dealer
4.1 The Company hereby appoints the Broker-Dealer as its agent and
principal distributor for the purpose of selling for cash up to a maximum of
20,100,000 Shares. The Broker-Dealer hereby accepts such agency and
distributorship and agrees to use its best efforts to sell the Shares on said
terms and conditions. The Broker-Dealer represents to the Company that (i) it is
a member of the National Association of Securities Dealers, Inc. ("NASD"); (ii)
it and its employees and representatives have all required licenses and
registrations to act under this Agreement; and (iii) it has established and
implemented anti-money laundering compliance programs in accordance with
applicable law, including applicable NASD rules, SEC rules and the USA PATRIOT
Act of 2001, reasonably expected to detect and cause the reporting of suspicious
transactions in connection with the sale of Shares of the Company. The
Broker-Dealer agrees to be bound by the terms of the escrow agreement executed
as of _______________, 2007, among Xxxxx Fargo Bank, N. A., as escrow agent, the
Broker-Dealer and the Company, a copy of which is enclosed (the "Escrow
Agreement"). Until the minimum capital requirements in each state have been met,
investments will be held in escrow and, if the minimum capital requirements in a
state have not been met, investments in such state will be returned to the
investors in accordance with the Prospectus.
4.2 Promptly after the effective date of the Registration Statement, the
Broker-Dealer shall commence the offering of the Shares for cash to the public
in jurisdictions in which the Shares are registered or qualified for sale or in
which such offering is otherwise permitted. The Broker-Dealer will suspend or
terminate offering of the Shares upon request of the Company at any time and
will resume offering the Shares upon subsequent request of the Company.
4.3 The Broker-Dealer represents and warrants to the Company, each
owner, director, officer and employee of the Company and each person that signs
the Registration Statement that the information under the caption "Plan of
Distribution" in the Prospectus and all other information furnished to the
Company by the Broker-Dealer in writing expressly for use in the Registration
Statement, any preliminary prospectus, the Prospectus, or any amendment or
supplement thereto does not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading.
4.4 The Broker-Dealer shall use and distribute in conjunction with the
offer and sale of any Shares only the Prospectus (as it may be supplemented or
amended from time-to-time) and such sales literature and advertising as shall
have been previously approved in writing by the Company.
4.5 The Broker-Dealer shall cause Shares to be offered and sold only in
such jurisdictions where the Broker-Dealer is licensed to do so. In addition,
the Broker-Dealer shall cause Shares to be offered and sold only in those
jurisdictions specified in writing by the Company where the offering and sale of
its Shares have been authorized by appropriate regulatory authorities and such
list of jurisdictions shall be updated by the Company as additional states are
added. No Shares shall be offered or sold for the account of the Company in any
other jurisdiction.
4.6 The Broker-Dealer represents and warrants to the Company that it
will not represent or imply that the escrow agent, as identified in the
Prospectus, has investigated the
desirability or advisability of investment in the Company, or has approved,
endorsed or passed upon the merits of the Shares or the Company, nor will it use
the name of said escrow agent in any manner whatsoever in connection with the
offer or sale of the Shares other than by acknowledgment that it has agreed to
serve as escrow agent.
5. Indemnification
5.1 The Company will indemnify and hold harmless the Broker-Dealer, its
officers and directors and each person, if any, who controls the Broker-Dealer
within the meaning of Section 15 of the Securities Act from and against any
losses, claims, damages or liabilities to which the Broker-Dealer, its officers
and directors, or any controlling person may become subject, under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon (a)
any untrue statement or alleged untrue statement of a material fact contained
(i) in any Registration Statement (including the Prospectus as a part thereof)
or any post-effective amendment thereto or in the Prospectus or any amendment or
supplement to the Prospectus or (ii) any blue sky application or other document
executed by the Company or on its behalf specifically for the purpose of
qualifying any or all of the Shares for sale under the securities laws of any
jurisdiction or based upon written information furnished by the Company under
the securities laws thereof (any such application, document or information being
hereinafter called a "Blue Sky Application"), or (b) the omission or alleged
omission to state in the Registration Statement (including the Prospectus as a
part thereof) or any post-effective amendment thereof or in any Blue Sky
Application a material fact required to be stated therein or necessary to make
the statements therein not misleading, or (c) any untrue statement or alleged
untrue statement of a material fact contained in any preliminary prospectus, if
used prior to the effective date of the Registration Statement, or in the
Prospectus or any amendment or supplement to the Prospectus or the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading, and will reimburse the
Broker-Dealer, its officers and any controlling person for any legal or other
expenses reasonably incurred by the Broker-Dealer, its officers and directors,
or controlling person in connection with investigating or defending such loss,
claim, damage, liability or action; provided that the Company will not be liable
in any such case to the extent that any such loss, claim, damage or liability
arises out of, or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in reliance upon and in conformity with
written information furnished to the Company by or on behalf of the
Broker-Dealer specifically for use with reference to the Broker-Dealer in the
preparation of the Registration Statement or any such post-effective amendment
thereof, any such Blue Sky Application or any such preliminary prospectus or the
Prospectus or any such amendment thereof or supplement thereto; and further
provided that the Company will not be liable in any such case if it is
determined that such Broker-Dealer was at fault in connection with the loss,
claim, damage, liability or action. Notwithstanding the foregoing, the Company
may not indemnify or hold harmless the Broker-Dealer, or any of its affiliates
in any manner that would be inconsistent with the provisions of Section II.G. of
the Statement of Policy Regarding Real Estate Investment Trusts of the North
American Securities Administrators Association, Inc. effective September 29,
1993, as amended (the "NASAA REIT Guidelines"). In particular, but without
limitation, the Company may not indemnify or hold harmless the Broker-Dealer, or
any
of its affiliates for liabilities arising from or out of a violation of state or
federal securities laws, unless one or more of the following conditions are met:
(a) there has been a successful adjudication on the merits of each
count involving alleged securities law violations;
(b) such claims have been dismissed with prejudice on the merits
by a court of competent jurisdiction; or
(c) a court of competent jurisdiction approves a settlement of the
claims against the indemnitee and finds that indemnification of the settlement
and the related costs should be made, and the court considering the request for
indemnification has been advised of the position of the SEC and of the published
position of any state securities regulatory authority in which the securities
were offered as to indemnification for violations of securities laws.
5.2 The Broker-Dealer will indemnify and hold harmless the Company and
each person or firm which has signed the Registration Statement and each person,
if any, who controls the Company within the meaning of Section 15 of the
Securities Act, from and against any losses, claims, damages or liabilities to
which any of the aforesaid parties may become subject, under the Securities Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon (a) any untrue statement of a
material fact contained (i) in the Registration Statement (including the
Prospectus as a part thereof) or any post-effective amendment thereof or (ii)
any Blue Sky Application, or (b) the omission to state in the Registration
Statement (including the Prospectus as a part thereof) or any post-effective
amendment thereof or in any Blue Sky Application a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
(c) any untrue statement or alleged untrue statement of a material fact
contained in any preliminary prospectus, if used prior to the effective date of
the Registration Statement, or in the Prospectus, or in any amendment or
supplement to the Prospectus or the omission to state therein a material fact
required to be stated therein or necessary in order to make the statements
therein in the light of the circumstances under which they were made not
misleading in each case described in clauses (a), (b) or (c) above to the
extent, but only to the extent, that such untrue statement or omission was made
in reliance upon and in conformity with written information furnished to the
Company by or on behalf of the Broker-Dealer specifically for use with reference
to the Broker-Dealer in the preparation of the Registration Statement or any
such post-effective amendments thereof or any such Blue Sky Application or any
such preliminary prospectus or the Prospectus or any such amendment thereof or
supplement thereto, or (d) any unauthorized use of sales materials or use of
unauthorized verbal representations concerning the Shares by the Broker-Dealer,
or (e) any failure to comply with applicable laws governing money laundry
abatement and anti-terrorist financing efforts, including applicable NASD rules,
SEC rules and the USA PATRIOT Act of 2001, and will reimburse the aforesaid
parties, in connection with investigation or defending such loss, claim, damage,
liability or action. This indemnity agreement will be in addition to any
liability which the Broker-Dealer may otherwise have.
5.3 Promptly after receipt by an indemnified party under this Section 5
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party under this
Section 5, notify in writing the indemnifying
party of the commencement thereof and the omission so to notify the indemnifying
party will relieve such indemnifying party from any liability under this Section
4 as to the particular item for which indemnification is then being sought, but
not from any other liability which it may have to any indemnified party. In case
any such action is brought against any indemnified party, and it notifies an
indemnifying party of the commencement thereof, the indemnifying party will be
entitled, to the extent it may wish, jointly with any other indemnifying party
similarly notified, to participate in the defense thereof, with separate
counsel. Such participation shall not relieve such indemnifying party of the
obligation to reimburse the indemnified party for reasonable legal and other
expenses (subject to Section 5.5) incurred by such indemnified party in
defending itself, except for such expenses incurred after the indemnifying party
has deposited funds sufficient to effect the settlement, with prejudice, of the
claim in respect of which indemnity is sought. Any such indemnifying party shall
not be liable to any such indemnified party on account of any settlement of any
claim or action effected without the consent of such indemnifying party.
5.4 The indemnifying party shall pay all legal fees and expenses of the
indemnified party in the defense of such claims or actions; provided, however,
that the indemnifying party shall not be obligated to pay legal expenses and
fees to more than one law firm in connection with the defense of similar claims
arising out of the same alleged acts or omissions giving rise to such claims
notwithstanding that such actions or claims are alleged or brought by one or
more parties against more than one indemnified party. If such claims or actions
are alleged or brought against more than one indemnified party, then the
indemnifying party shall only be obliged to reimburse the expenses and fees of
the one law firm that has been selected by a majority of the indemnified parties
against which such action is finally brought; and in the event a majority of
such indemnified parties is unable to agree on which law firm for which expenses
or fees will be reimbursable by the indemnifying party, then payment shall be
made to the first law firm of record representing an indemnified party against
the action or claim. Such law firm shall be paid only to the extent of services
performed by such law firm and no reimbursement shall be payable to such law
firm on account of legal services performed by another law firm.
5.5 The indemnity agreements contained in this Section 5 shall remain
operative and in full force and effect regardless of (a) any investigation made
by or on behalf of the Company, the Broker-Dealer or any officer or director
thereof, or by or on behalf of the Company or the Broker-Dealer, (b) delivery of
any Shares and payment therefor, and (c) any termination of this Agreement. A
successor of any of the parties to this Agreement, as the case may be, shall be
entitled to the benefits of the indemnity agreements contained in this Section
5.
6. Survival of Provisions
The respective agreements, representations and warranties of the Company
and the Broker-Dealer set forth in this Agreement shall remain operative and in
full force and effect regardless of (a) any termination of this Agreement, (b)
any investigation made by or on behalf of the Broker-Dealer or any person
controlling the Broker-Dealer or by or on behalf of the Company or any person
controlling the Company, and (c) the acceptance of any payment for the Shares.
7. Applicable Law
This Agreement was executed and delivered in, and its validity,
interpretation and construction shall be governed by the laws of, the State of
California; provided however, that causes of action for violations of federal or
state securities laws shall not be governed by this Section.
8. Counterparts
This Agreement may be executed in any number of counterparts. Each
counterpart, when executed and delivered, shall be an original contract, but all
counterparts, when taken together, shall constitute one and the same Agreement.
9. Successors and Amendment
9.1 This Agreement shall inure to the benefit of and be binding upon the
Broker-Dealer and the Company and their respective successors. Nothing in this
Agreement is intended or shall be construed to give to any other person any
right, remedy or claim, except as otherwise specifically provided herein.
9.2 This Agreement may be amended by the written agreement of the
Broker-Dealer and the Company.
10. Term
This Agreement may be terminated by either party (i) immediately upon
notice to the other party in the event that the other party shall have
materially failed to comply with any of the material provisions of this
Agreement on its part to be performed during the term of this Agreement or if
any of the representations, warranties, covenants or agreements of such party
contained herein shall not have been materially complied with or satisfied
within the times specified or (ii) by either party on 60 days' written notice.
In any case, this Agreement shall expire at the close of business on the
effective date that the Offering is terminated. The provisions of Section 5
hereof shall survive such termination. In addition, the Broker-Dealer, upon the
expiration or termination of this Agreement, shall (i) promptly deposit any and
all funds in its possession which were received from investors for the sale of
Shares into the appropriate escrow account or, if the minimum number of Shares
have been sold and accepted by the Company, into such other account as the
Company may designate; and (ii) promptly deliver to the Company all records and
documents in its possession which relate to the Offering and are not designated
as dealer copies. The Broker-Dealer, at its sole expense, may make and retain
copies of all such records and documents, but shall keep all such information
confidential. The Broker-Dealer shall use its best efforts to cooperate with the
Company to accomplish an orderly transfer of management of the Offering to a
party designated by the Company.
11. Confirmation
The Company hereby agrees and assumes the duty to confirm on its behalf
and on behalf of the Broker-Dealer all orders for purchase of Shares accepted by
the Company.
12. Suitability of Investors
The Broker-Dealer will offer Shares only to persons who meet the financial
qualifications set forth in the Prospectus or in any suitability letter or
memorandum sent to it by the Company and will only make offers to persons in the
states in which it is advised in writing that the Shares are qualified for sale
or that such qualification is not required. In offering Shares, the
Broker-Dealer will comply with the provisions of all applicable rules and
regulations relating to suitability of investors, including without limitation,
the provisions of Article III.C. of the NASAA REIT Guidelines.
13. Submission of Orders
13.1 Until such time as the Company has received and accepted
subscriptions for at least 1,700,000 shares and released the proceeds from such
subscriptions from escrow (or such greater amount as may be applicable in
respect of any greater escrow in respect of subscribers from certain states),
those persons who purchase Shares will be instructed by the Broker-Dealer to
make their checks payable as provided in the Escrow Agreement.
13.2 The Broker-Dealer shall promptly, upon receipt of any and all
checks, drafts, and money orders received from subscribers, transmit the same,
together with a copy of the executed subscription agreement or copy of the
signature page of such subscription agreement, stating among other things, the
name of the purchaser, current address, and the amount of the investment to the
escrow agent by noon of the next business day following receipt. If the
Broker-Dealer receives a check not conforming to the instructions provided in
the Escrow Agreement, it shall return such check directly to such subscriber not
later than noon of the next business day following its receipt. Checks of
rejected subscribers will be promptly returned to such subscribers.
13.3 If requested by the Company, the Broker-Dealer shall obtain from
subscribers for the Shares, other documentation reasonably deemed by the Company
to be required under applicable law or as may be necessary to reflect the
policies of the Company. Such documentation may include, without limitation,
subscribers' written acknowledgement and agreement to the privacy policies of
the Company.
14. Notices
Any notice, approval, request, authorization, direction or other
communication under this Agreement shall be given in writing and shall be deemed
to be delivered when delivered in person or deposited in the United States mail,
properly addressed and stamped with the required postage, registered or
certified mail, return receipt requested, to the intended recipient as set forth
below:
If to the Company: Shopoff Properties Trust, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
If to the Broker-Dealer: Shopoff Securities, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
Any party may change its address specified above by giving the other party
notice of such change in accordance with this Section 14.
If the foregoing correctly sets forth our understanding, please indicate
your acceptance thereof in the space provided below for that purpose, whereupon
this letter and your acceptance shall constitute a binding agreement between us
as of the date first above written.
Very truly yours,
SHOPOFF PROPERTIES TRUST, INC.
By: _________________________________________________________
Xxxxxxx X. Xxxxxxx, President and Chief Executive Officer
Accepted and agreed as of the
date first above written.
SHOPOFF SECURITIES, INC.
By: _________________________________________________________
Xxxxxxx X. Xxxxxxx, President and Chief Executive Officer
