0001193125-03-086535 Sample Contracts

ADVISORY AGREEMENT
Advisory Agreement • November 25th, 2003 • Wells Real Estate Investment Trust Ii Inc • Real estate investment trusts • Georgia

THIS ADVISORY AGREEMENT, dated as of October 9, 2003, is between WELLS REAL ESTATE INVESTMENT TRUST II, INC., a Maryland corporation (the “Company”), and WELLS CAPITAL, INC., a Georgia corporation (the “Advisor”).

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WELLS REAL ESTATE INVESTMENT TRUST II, INC. Up to 785,000,000 Shares of Common Stock DEALER MANAGER AGREEMENT
Dealer Manager Agreement • November 25th, 2003 • Wells Real Estate Investment Trust Ii Inc • Real estate investment trusts • Georgia
October 29, 2003
Escrow Agreement • November 25th, 2003 • Wells Real Estate Investment Trust Ii Inc • Real estate investment trusts • Georgia

Wells Real Estate Investment Trust II, Inc., a Maryland corporation, (the “Company”) is the issuer for an offering of up to 785,000,000 shares of Common Stock, par value $.01 per share (the “Shares”), pursuant to a registration statement originally filed on Form S-11 with the Securities and Exchange Commission on July 15, 2003, File No. 333-107066. Wells Investment Securities, Inc., a Georgia corporation (the “Dealer Manager”), will act as Dealer Manager for the offering of the Shares. The Company will sell a minimum of 250,000 Shares to the public at a price of $10.00 per Share, for a total minimum capital raised of $2,500,000 (the “Required Capital”). The purpose of this Agreement is to amend and restate, in its entirety, that certain Escrow Agreement between the parties dated September 11, 2003. The Company hereby appoints SouthTrust Bank, a state banking institution organized and existing under the laws of the State of Alabama (“Escrow Agent”), as escrow agent for purposes of holdi

October 29, 2003
Escrow Agreement • November 25th, 2003 • Wells Real Estate Investment Trust Ii Inc • Real estate investment trusts • Georgia

Wells Real Estate Investment Trust II, Inc., a Maryland corporation, (the “Company”) is the issuer for an offering of up to 785,000,000 shares of Common Stock, par value $.01 per share (the “Shares”), pursuant to a registration statement originally filed on Form S-11 with the Securities and Exchange Commission on July 15, 2003, File No. 333-107066. Wells Investment Securities, Inc., a Georgia corporation (the “Dealer Manager”), will act as Dealer Manager for the offering of the Shares. The Company will sell a minimum of 250,000 Shares to the public at a price of $10.00 per Share, for a total minimum capital raised of $2,500,000 (the “Required Capital”). In connection with the offering, the Commonwealth of Pennsylvania requires the Company to have raised a minimum of $200,000,000 prior to the acceptance of subscription payments from Pennsylvania investors (the “Pennsylvania Minimum”). The Pennsylvania Minimum must be satisfied within 120 days (or subsequent 120-day periods, as set forth

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