0001019687-12-002377 Sample Contracts

MINISTRY PARTNERS INVESTMENT COMPANY, LLC MANAGING PLACEMENT AGENT AGREEMENT
Agent Agreement • July 10th, 2012 • Ministry Partners Investment Company, LLC • Finance services • Florida

Under the terms of this registration statement and prospectus, the Company is offering the Notes for sale to the public through the efforts of its officers and employees. In 2010, the Company formed a wholly-owned subsidiary, MP Securities, LLC, a Delaware limited liability company (“MP Securities”), that has been registered as a broker dealer firm under the provisions of Section 15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) with FINRA ( as hereinafter defined) on June 15, 2010 and with the U.S. Securities and Exchange Commission pursuant to an order granted by the Commission on July 6, 2010. Effective as of February 14, 2011, MP Securities became a member of the Financial Industry Regulatory Authority, Inc.

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FORM OF AMENDED ENGAGEMENT LETTER
Letter Agreement • July 10th, 2012 • Ministry Partners Investment Company, LLC • Finance services

This letter agreement (this “Agreement”) will confirm the understanding and agreement among Ministry Partners Investment Company, LLC (the “Company”) and Kendrick Pierce & Company Securities, Inc. (“Kendrick” or the “Manager”) to act as the managing underwriter to the Company in connection with the public offering of the Company’s Class A Notes (the “Offering”). The Offering will be conducted on a “best efforts” basis and it is expressly understood and acknowledged that the Manager’s engagement hereunder does not constitute any commitment on the part of the Manager to purchase or place the Class A Notes or any other Company securities.

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