EX-1(ii) 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 FINANCIAL ADVANTAGE BROKERAGE
SERVICES, INC., 00 Xxxxx Xxxx, Xxxxx, Xxxxx Xxxxxx 00000 (hereinafter
"FABSI").
WHEREAS, IRET intends to file 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, FABSI 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 FABSI as a Broker to offer said shares of
Beneficial Interest for sale for $7.20 per share with a minimum purchase of
100 shares. FABSI 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 FABSI and its salesmen shall be the responsibility of
FABSI and its salesmen. In the event the offering is terminated, FABSI will
NOT be reimbursed for any out-of-pocket expenses.
4. As compensation for its services hereunder, FABSI shall receive 8%
of the proceeds of all of the securities sold by it and paid for.
5. IRET represents and warrants to FABSI 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.
IRET hereby indemnifies and will hold FABSI 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 /s/ Xxxxxx X. Xxxxx, Xx.
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Xxxxxx X. Xxxxx, Xx., Vice President
FINANCIAL ADVANTAGE BROKERAGE SERVICES,
INC.
BY /s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx, President
