FORM OF PARTICIPATING DEALER AGREEMENT NORTHEND INCOME PROPERTY TRUST INC. Up to $2,250,000,000 in Shares of Common Stock, $0.01 par value per share Dated: ____________, 200___Participating Dealer Agreement • November 18th, 2008 • NorthEnd Income Property Trust Inc. • New York
Subject to the terms described herein, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the distributor (the “Distributor”) for NorthEnd Income Property Trust Inc., a Maryland corporation (the “Company”), invites you (“Participating Dealer”) to participate in the distribution, on a “best efforts” basis, of up to $2,250,000,000 in shares of common stock of the Company, $0.01 par value per share (the “Common Stock”), to the public (the “Offering”), of which amount: (a) up to $2,000,000,000 in shares of Common Stock are being offered to the public pursuant to the Company’s primary offering (the “Primary Shares”); and (b) up to $250,000,000 in shares of Common Stock are being offered to stockholders of the Company pursuant to the Company’s distribution reinvestment plan (the “DRIP Shares” and, together with the Primary Shares, the “Offered Shares”). The Primary Shares are to be issued and sold to the public at a purchase price equal to the sum of: (i) the Company’s net asset value (“
FORM OF DISTRIBUTION AGREEMENT NORTHEND INCOME PROPERTY TRUST INC. Up to $2,250,000,000 in Shares of Common Stock, $0.01 par value per share [____________], 2008Distribution Agreement • November 18th, 2008 • NorthEnd Income Property Trust Inc. • New York
NorthEnd Income Property Trust Inc., a Maryland corporation (the “Company”), has registered for public sale (the “Offering”) a maximum of $2,250,000,000 in shares of its common stock, $0.01 par value per share (the “Common Stock”), of which amount: (a) up to $2,000,000,000 in shares of Common Stock are being offered to the public pursuant to the Company’s primary offering (the “Primary Shares”); and (b) up to $250,000,000 in shares of Common Stock are being offered to stockholders of the Company pursuant to the Company’s distribution reinvestment plan (the “DRIP Shares” and, together with the Primary Shares, the “Offered Shares”). The Primary Shares are to be issued and sold to the public on a “best efforts” basis through you (the “Distributor”) as the distributor and the broker-dealers participating in the Offering (the “Participating Dealers”) at a purchase price equal to the sum of: (i) the Company’s net asset value (“NAV”) per share on such day prior to giving effect to any share p
FORM OF ADVISORY AGREEMENT AMONG NORTHEND INCOME PROPERTY TRUST INC., NORTHEND OPERATING PARTNERSHIP LP AND NORTHEND REALTY ADVISORS LLCAdvisory Agreement • November 18th, 2008 • NorthEnd Income Property Trust Inc. • Maryland
THIS ADVISORY AGREEMENT (the “Agreement”), dated as of the ___day of ___, 2008 and effective as of the date the Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission (the “Effective Date”), is among NorthEnd Income Property Trust Inc., a Maryland corporation (the “Company”), NorthEnd Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), and NorthEnd Realty Advisors LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
