EX1A-1 UNDR AGMT 3 filename3.htm COTTONWOOD MULTIFAMILY REIT II, INC. Salt Lake City, Utah 84121 Orchard Securities, LLC Lehi, Utah 84043 Re: Managing Broker- Dealer Agreement Ladies and Gentlemen:Managing Broker-Dealer Agreement • May 5th, 2020 • Utah
This letter confirms and comprises the agreement (this “Agreement”) between Cottonwood Multifamily REIT II, Inc., a Maryland corporation (the “Company”), Cottonwood Capital Property Management II, LLC, a Delaware limited liability company (“Cottonwood Management”) and Orchard Securities, LLC (the “Managing Broker-Dealer”), regarding the offering and sale (the “Offering”) by the Company of up to $50,000,000 in Common Stock (the “Shares”) pursuant to the Cottonwood Multifamily REIT II, Inc. Offering Statement dated [ ], 20[ ] (the “Offering Statement”).
EX-10.8 2 d196798dex108.htm AMENDED AND RESTATED MANAGING BROKER-DEALER AGREEMENT GWG HOLDINGS, INC. Suite 1200 Minneapolis, Minnesota 55402 November 16, 2011 ARQUE CAPITAL, LTD. Suite 111 North Court Scottsdale, Arizona 85258 RE: Second Amended and...Managing Broker-Dealer Agreement • May 5th, 2020 • Delaware
This letter confirms and comprises the agreement (the “Agreement”) between GWG Holdings, Inc., a Delaware corporation (the “Company”), and Arque Capital, Ltd., a California corporation (the “Managing Broker-Dealer”), regarding (i) the offering and sale (the “Offering”) of up to $250,000,000 of secured debentures (the “Debentures”) of the Company to be sold pursuant to that certain Registration Statement on Form S-1 of the Company, initially filed with the United States Securities and Exchange Commission (the “SEC”) on June 14, 2011 (File No. 333-174887), as the same is later declared effective by the SEC and as it may be amended and supplemented from time to time after its initial effectiveness (the “Registration Statement”). The prospectus that forms a part of the Registration Statement is hereinafter referred to as the “Prospectus.” References to the Registration Statement include all exhibits to the Registration Statements and any documents incorporated into the Registration Stateme
TUSCAN GARDENS SENIOR LIVING COMMUNITIES, INC. Tuscan Senior Living Communities, Inc. Orlando, Florida 32801Managing Broker Dealer Agreement • November 18th, 2019 • Tuscan Gardens Senior Living Communities, Inc. • Real estate • California
Tuscan Senior Living Communities, Inc., a Florida corporation (the “Company”), is offering for sale up to $50,000,000 (the “Maximum Offering Amount”) of Class A Non-Voting Preferred Shares (each a “Security,” and collectively, the “Securities”) for a public offering price of $1,000.00 per Security (the “Offering”), pursuant to an exemption from registration pursuant to: (i) Tier II of Regulation A (“Regulation A+”) promulgated by the Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”); and (ii) applicable blue sky exemptions. The Company desires to appoint Sutter Securities Clearing, LLC, a California limited liability company (“Sutter”), as managing broker-dealer for the Offering (the “Managing Broker-Dealer”) on the terms and conditions described herein. The Managing Broker-Dealer shall have the right to enter into Participating Dealer Agreements substantially in the form attached to this Managing Broker-Dealer Agreemen
MANAGING BROKER-DEALER AGREEMENTManaging Broker-Dealer Agreement • October 13th, 2023 • Cottonwood Communities, Inc. • Real estate investment trusts • Utah
This Managing Broker-Dealer Agreement (this “Agreement”) is entered into by and between Cottonwood Communities, Inc., a Maryland corporation (the “Issuer”), and [***], a Utah limited liability company (the “Managing Broker-Dealer”), effective September 19, 2023 (the “Effective Date”) regarding the offering and sale by the Issuer of up to $150,000,000 in shares of Series A Convertible Preferred Stock (the “Securities”) in the Issuer (the “Offering”). Capitalized terms used herein and not otherwise defined herein shall have the same meaning as set forth in the Cottonwood Communities, Inc. Confidential Private Placement Memorandum dated September 19, 2023, including the Exhibits, as may be amended or supplemented (the “Memorandum”).
MANUFACTURED HOUSING PROPERTIES INC. MANAGING BROKER DEALER AGREEMENTManaging Broker Dealer Agreement • October 14th, 2021 • Manufactured Housing Properties Inc. • Real estate • Illinois
As of June 11, 2021 (the “Effective Date”), this MANAGING BROKER DEALER AGREEMENT (the “Agreement”) is made by and between Manufactured Housing Properties Inc., a Nevada corporation (the “Issuer”), and Arete Wealth Management, LLC, an Illinois limited liability company (the “Managing Broker Dealer”), in connection with the offering and sale by the Issuer of up to 47,000 shares of Series C Preferred Stock of the Issuer (the “Securities”) for a maximum offering of up to $47,000,000. Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Issuer’s offering circular, including the exhibits thereto and as may be supplemented or amended from time to time (the “Offering Circular” with therein referenced securities offering constituting the “Offering”).
GK INVESTMENT PROPERTY HOLDINGS II, LLC MANAGING BROKER-DEALER AGREEMENTManaging Broker-Dealer Agreement • January 14th, 2020 • GK Investment Property Holdings II LLC • Real estate • Illinois
GK Investment Property Holdings II, LLC, a Delaware limited liability company (the “Company”), is qualifying for the public sale of a maximum of 50,000 7% Bonds of the Company (the “Bonds”), pursuant to an exemption from registration under Regulation A (“Regulation A”) promulgated by the Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933 (the “Securities Act”), at the purchase price per Bond set forth in the Offering Statement (as defined below) (the “Offering”). The Company desires to appoint JCC Advisors, LLC, a Texas limited liability company, as managing broker-dealer for the Offering (the “Managing Broker-Dealer”) on the terms and conditions described herein. The Managing Broker-Dealer shall have the right to enter into (i) Participating Dealer Agreements substantially in the form attached to this Managing Broker-Dealer Agreement (this “Agreement”) as “Exhibit B” with broker-dealers participating in the Offering (each broker-dealer entering into a Pa
GWG HOLDINGS, INC. Minneapolis, Minnesota 55402Managing Broker-Dealer Agreement • December 19th, 2014 • GWG Life, LLC • Life insurance • Delaware
This letter confirms and comprises the agreement (the “Agreement”) between GWG Holdings, Inc., a Delaware corporation (the “Company”), and Emerson Equity LLC, a California limited liability company (the “Managing Broker-Dealer”), regarding the offering and sale (the “Offering”) of up to $1,000,000,000 of secured bonds (the “L Bonds”) of the Company to be sold pursuant to a Registration Statement on Form S-1 filed with the United States Securities and Exchange Commission (the “SEC”), as the same is later declared effective by the SEC and as it may be amended and supplemented from time to time (SEC File No. 333-197227, the “Registration Statement”). The prospectus that forms a part of the Registration Statement is hereinafter referred to as the “Prospectus.” References to the Registration Statement include all exhibits to the Registration Statements and any documents incorporated into the Registration Statement by reference.
STREAMNET, INC. MANAGING BROKER-DEALER AGREEMENTManaging Broker-Dealer Agreement • March 18th, 2019 • StreamNet, Inc. • Retail-record & prerecorded tape stores • New York
StreamNet, Inc., a Nevada Corporation (the “Company”), is qualifying for public sale up to Eighteen Million Dollars ($18,000,000) (the “Maximum Offering Amount”) of its common stock (the “Shares”) for a purchase price of Five Dollars ($5.00) per Share (the “Offering”), pursuant to an exemption from registration pursuant to: (i) Regulation A (“Regulation A”) promulgated by the Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933 (the “Securities Act”); and (ii) applicable blue sky exemptions. The Company desires to appoint SW Financial, LLC, a New York Limited Liability Company, as managing broker-dealer for the Offering (the “Managing Broker-Dealer”) on the terms and conditions described herein. The Managing Broker-Dealer shall have the right to enter into Participating Dealer Agreements substantially in the form attached to this Managing Broker-Dealer Agreement (this “Agreement”) as “Exhibit A” (a “Participating Dealer Agreement”) with other members of the
January 17, 2008 Prospera Financial Services Inc 5429 LBJ Frwy Ste 400 Dallas TX 75240 Attn Timothy Edwards VP-Sales Re Managing Broker-Dealer Agreement Gentlemen:Managing Broker-Dealer Agreement • March 21st, 2008 • Proinvest Realty Fund LLC • Real estate • Texas
This letter confirms and comprises the agreement (“Agreement”) between Proinvest Realty Advisors LLC (“Company Sponsor”), a Texas limited liability company, Proinvest Realty Fund LLC (“Company”), a Delaware limited liability company, and Prospera Financial Services Inc (“Managing Broker-Dealer”), a Texas corporation, regarding the offering (“Offering”) and sale by the Company of up to $100 million of membership interests (“Units”) in the Company as more particularly described in the Prospectus and all supplements and amendments thereto from time to time (all together, “Prospectus”) describing the Offering and constituting a part of the Form S-11 registration statement (“Form S-11”) to be filed by the Company with the Securities and Exchange Commission (“SEC”).
TRILOGY MULTIFAMILY INCOME & GROWTH HOLDINGS I, LLC MANAGING BROKER DEALER AGREEMENTManaging Broker Dealer Agreement • January 8th, 2021 • Trilogy Multifamily Income & Growth Holdings I, LLC • Real estate • Illinois
As of {EFFECTIVE DATE} (the “Effective Date”), this MANAGING BROKER DEALER AGREEMENT (the “Agreement”) is made by and between Trilogy Multifamily Income & Growth Holdings I, LLC, a Delaware limited liability company (the “Issuer”), and Arete Wealth Management, LLC, an Illinois limited liability company (the “Managing Broker Dealer”), in connection with the offering and sale by the Issuer of up to 50,000 Bonds of the Issuer (the “Securities”) for a maximum offering of up to $50,000,000. Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Issuer’s offering circular dated {OFFERING CIRCULAR DATE}, including the exhibits thereto and as may be supplemented or amended from time to time (the “Offering Circular” with therein referenced securities offering constituting the “Offering”).
LIGHTHOUSE LIFE CAPITAL, LLC MANAGING BROKER-DEALER AGREEMENTManaging Broker-Dealer Agreement • December 30th, 2021 • Lighthouse Life Capital, LLC • Life insurance • Illinois
Lighthouse Life Capital, LLC , a Delaware limited liability company (the “Company”), is qualifying for the public sale of a maximum of its 8.5% senior beacon bonds or Class A Bonds, and its 6.5% senior beacon bonds, or Class B Bonds (the “Bonds”), pursuant to an exemption from registration under Regulation A (“Regulation A”) promulgated by the Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933 (the “Securities Act”), at the purchase price per Bond set forth in the Offering Statement (as defined below) (the “Offering”). The Company desires to appoint International Assets Advisory LLC (“IAA”), a Florida limited liability company, as managing broker-dealer for the Offering (the “Managing Broker-Dealer”) on the terms and conditions described herein. The Managing Broker-Dealer shall have the right to enter into (i) Participating Dealer Agreements substantially in the form attached to this Managing Broker-Dealer Agreement (this “Agreement”) as “Exhibit B” with
MINISTRY PARTNERS INVESTMENT COMPANY, LLC (a California limited liability company) Ministry Partners Secured Investment Fund Secured Investment Notes MANAGING BROKER-DEALER AGREEMENTManaging Broker-Dealer Agreement • March 31st, 2015 • Ministry Partners Investment Company, LLC • Finance services • California
This agreement (the “Agreement”), made as of this 6th day of January , 2015, by and between Ministry Partners Investment Company, LLC, a California limited liability company, (the “Company”), with its principal place of business at 915 W. Imperial Highway, Suite 120, Brea, California 92821, and Ministry Partners Securities, LLC, a Delaware limited liability company (“Managing Broker-Dealer”), with its principal place of business at 915 W. Imperial Highway, Suite 120, Brea, California 92821, confirms the understanding and agreement between the Company and the Managing Broker-Dealer as follows:
GWG HOLDINGS, INC. Suite 1200 Minneapolis, Minnesota 55402Managing Broker-Dealer Agreement • November 22nd, 2013 • GWG Life Settlements, LLC • Life insurance • Delaware
This letter confirms and comprises the agreement (the “Agreement”) between GWG Holdings, Inc., a Delaware corporation (the “Company”), and Arque Capital, Ltd., a California corporation (the “Managing Broker-Dealer”), regarding (i) the offering and sale (the “Offering”) of up to $250,000,000 of secured debentures (the “Debentures”) of the Company to be sold pursuant to that certain Registration Statement on Form S-1 of the Company, initially filed with the United States Securities and Exchange Commission (the “SEC”) on June 14, 2011 (File No. 333-174887), as the same is later declared effective by the SEC and as it may be amended and supplemented from time to time after its initial effectiveness (the “Registration Statement”). The prospectus that forms a part of the Registration Statement is hereinafter referred to as the “Prospectus.” References to the Registration Statement include all exhibits to the Registration Statements and any documents incorporated into the Registration Stateme
MANAGING BROKER-DEALER AGREEMENTManaging Broker-Dealer Agreement • November 30th, 2021 • Cantor Fitzgerald Income Trust, Inc. • Real estate investment trusts • New York
This Managing Broker-Dealer Agreement (this “Agreement”) is entered into by and among CF NET LEASE PORTFOLIO IV DST, a Delaware statutory trust (the “Issuer”), CANTOR FITZGERALD INCOME TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (in such capacity, the “Depositor”), CANTOR FITZGERALD & CO., a New York general partnership (the “Managing Broker-Dealer”), and, solely with respect to Section 6.6, CANTOR FITZGERALD INCOME TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (in such capacity, the “Operating Partnership”), and CANTOR FITZGERALD INCOME TRUST, INC., a Maryland corporation (“CF Income Trust”), effective November 23, 2021 (the “Effective Date”) regarding the offering and sale by the Issuer of up to $21,620,000 in beneficial interests (the “Securities”) in the Issuer (the “Offering”). Capitalized terms used herein and not otherwise defined herein shall have the same meaning as set forth in the Confidential Private Placement Memorandum for Benefic
FIRST AMENDMENT TO MANAGING BROKER-DEALER AGREEMENTManaging Broker-Dealer Agreement • September 22nd, 2016 • GK Investment Holdings, LLC • Real estate
THIS FIRST AMENDMENT TO MANAGING BROKER-DEALER AGREEMENT (this “First Amendment”) is effective as of this 16th day of August 2016, by and between GK Investment Holdings, LLC, a Delaware limited liability company (“GKIH”), and JJC Advisors, LLC, a Texas limited liability company (“JCC”).
FIRST AMENDMENT TO MANAGING BROKER-DEALER AGREEMENTManaging Broker-Dealer Agreement • December 30th, 2021 • Lighthouse Life Capital, LLC • Life insurance
THIS FIRST AMENDMENT TO MANAGING BROKER-DEALER AGREEMENT (this “First Amendment”) is effective as of this 15th day of January 2021, by and between Lighthouse Life Capital, LLC, a Delaware limited liability company (“LLC”), and International Assets Advisory, LLC, a Florida limited liability company (“IAA”).
FIRST AMENDMENT TO MANAGING BROKER-DEALER AGREEMENTManaging Broker-Dealer Agreement • October 13th, 2023 • Cottonwood Communities, Inc. • Real estate investment trusts
This First Amendment (this “Amendment”) to the Managing Broker-Dealer Agreement dated December 1, 2022 (the “Agreement”) by and between Cottonwood Communities, Inc., a Maryland corporation (the “Issuer”), and [***], a Utah limited liability company (the “Managing Broker-Dealer”), is entered into effective as of August 21, 2023 (the “Effective Date”), between the Issuer and the Managing Broker-Dealer. Capitalized terms used in this Amendment and not defined shall have the meanings set forth in the Agreement.
MANAGING BROKER DEALER AGREEMENTManaging Broker Dealer Agreement • March 20th, 2020 • Legion Capital Corp • Investment advice • South Carolina
This Agreement (the “Agreement”) is entered into on March 13, 2020, by and between LEGION CAPITAL CORPORATION, a Florida corporation (the “Company”), and SEQUENCE FINANCIAL SPECIALISTS LLC, a [South Carolina] limited liability company (the “Managing Broker-Dealer”), regarding the offering and sale (the “Offering”) of up to $40,000,000 of Corporate Bonds and Redeemable Products Stock (collectively, the “Products”) of the Company to be sold pursuant to an offering statement on Form 1/A (File No. 024-11123), filed with the United States Securities and Exchange Commission (the “SEC”), as the same is later declared qualified by the SEC and as it may be amended and supplemented (including documents incorporated by reference, any Preliminary Offering Circular, Final Offering Circular and all exhibits to such offering statement) from time to time (collectively, “Offering Statement”).
MANAGING BROKER-DEALER AGREEMENTManaging Broker-Dealer Agreement • November 18th, 2022 • MCI Income Fund VII, LLC • Florida
As of [DATE] (the “Effective Date”), this MANAGING BROKER-DEALER AGREEMENT (the “Agreement”) is made by and between MCI INCOME FUND VII, LLC, a Delaware limited liability company (the “Company”), and PRIMUS FINANCIAL SERVICES, LLC, a Florida limited liability company (the “Managing Broker Dealer”), in connection with the offering and sale by the Company of senior secured bonds in the Company (“Securities”) in the Company (“the “Offering”). The Securities will be offered during a period commencing and ending on such dates as set forth in the Offering Statement and Offering Circular (the “Offering Period”) for the Offering that shall be prepared by the Company, as either may be supplemented and amended (together with all exhibits or schedules thereto, the “Offering Document”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Offering Document.
MANAGING BROKER-DEALER AGREEMENTManaging Broker-Dealer Agreement • December 6th, 2024 • CaliberCos Inc. • Real estate
This Managing Broker-Dealer Agreement (this “Agreement”) is entered into between CaliberCos Inc., a Delaware limited liability company (“Caliber” or “Issuer”), and ARKap Markets, LLC, a Georgia limited liability company (“ARKap” or “Company”), effective December 04, 2024 (the “Effective Date”) regarding the sale of specific securities by the Issuer or its affiliated issuers (each an “Offering”) for which ARKap provides services as set forth herein (the “Services”).
BLUEROCK Homes Trust, INC. MANAGING BROKER DEALER AGREEMENTManaging Broker Dealer Agreement • December 5th, 2022 • Bluerock Homes Trust, Inc. • Real estate investment trusts • New York
As of November 1, 2022 (the “Effective Date”), this MANAGING BROKER DEALER AGREEMENT (the “Agreement”) is made by and between Bluerock Homes Trust, Inc., a Maryland corporation (the “Issuer”), and Bluerock Capital Markets, LLC, a Massachusetts limited liability company (the “Managing Broker Dealer”), in connection with the offering and sale by the Issuer of its (A) 6.0% Series A Redeemable Preferred Stock (the “Series A Preferred Stock”) for a maximum offering of up to $250,000,000 (the “Offering”). In connection with the Offering, the Issuer has prepared a Confidential Private Placement Memorandum, dated November 1, 2022, which may be supplemented or amended from time to time (as so supplemented or amended, the “Memorandum”).
ADDENDUM TO THIRD AMENDED AND RESTATED MANAGING BROKER-DEALER AGREEMENT DATED FEBRUARY 28, 2013 RECITALSManaging Broker-Dealer Agreement • April 4th, 2013 • GWG Holdings, Inc. • Life insurance
WHEREAS, on or around February 28, 2013, GWG Holdings, Inc., (hereinafter "GWG") and Arque Capital, Ltd., (hereinafter "Arque") entered into the Third Amended and Restated Managing Broker-Dealer Agreement (hereinafter "Agreement"); and
MANAGING BROKER DEALER AGREEMENTManaging Broker Dealer Agreement • January 27th, 2021 • MCI Income Fund V, LLC • Real estate • Florida
As of [DATE] (the “Effective Date”), this MANAGING BROKER DEALER AGREEMENT (the “Agreement”) is made by and between MCI INCOME FUND V, LLC, a Delaware limited liability company (the “Company”), and INTERNATIONAL ASSETS ADVISORY, LLC, a Florida limited liability company (the “Managing Broker Dealer”), in connection with the offering and sale by the Company of preferred limited liability company interests in the Company (“Securities”) in the Company (“the “Offering”). The Securities will be offered during a period commencing and ending on such dates as set forth in the Offering Statement and Offering Circular (the “Offering Period”) for the Offering that shall be prepared by the Company, as either may be supplemented and amended (together with all exhibits or schedules thereto, the “Offering Document”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Offering Document.
AMENDMENT NO. 2 TO MANAGING BROKER-DEALER AGREEMENTManaging Broker-Dealer Agreement • October 24th, 2016 • HC Government Realty Trust, Inc. • Real estate investment trusts
AMENDMENT NO. 2 TO MANAGING BROKER-DEALER AGREEMENT, dated as of October 13, 2016 (this “Amendment”), by and between, Orchard Securities, LLC, a Utah limited liability company (the “Managing Broker-Dealer”) and HC Government Realty Trust, Inc., a Maryland corporation (the “Company,” and, together with the Managing Broker-Dealer, the “Parties” and each a “Party”). Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to such terms in the MBD Agreement (as hereinafter defined).
GWG HOLDINGS, INC. Minneapolis, Minnesota 55402Managing Broker-Dealer Agreement • October 23rd, 2015 • GWG Holdings, Inc. • Life insurance • Delaware
This letter confirms and comprises the agreement (the “Agreement”) between GWG Holdings, Inc., a Delaware corporation (the “Company”), and Emerson Equity LLC, a California limited liability company (the “Managing Broker-Dealer”), regarding the offering and sale (the “Offering”) of up to $100,000,000 of Redeemable Preferred Stock (the “Preferred”) of the Company to be sold pursuant to a Registration Statement on Form S-1 filed with the United States Securities and Exchange Commission (the “SEC”), as the same is later declared effective by the SEC and as it may be amended and supplemented from time to time (SEC File No. 333-206626, the “Registration Statement”). The prospectus that forms a part of the Registration Statement is hereinafter referred to as the “Prospectus.” References to the Registration Statement include all exhibits to the Registration Statements and any documents incorporated into the Registration Statement by reference.
Amendment No. 1 to Managing Broker Dealer AgreementManaging Broker Dealer Agreement • May 14th, 2020 • Legion Capital Corp • Investment advice • South Carolina
Reference is made to the Managing Broker Dealer Agreement, dated March 13, 2020, (the “MBD Agreement”), by and between Sequence Financial Specialists LLC (“SFS”) and Legion Capital Corporation (the “Company”). All capitalized terms used in this Amendment No. 1 to the MBD Agreement (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to such terms in the MBD Agreement. SFS and the Company agree as follows:
Re: Managing Broker-Dealer Agreement for White River Energy Partners I, LPManaging Broker-Dealer Agreement • July 19th, 2023 • White River Energy Corp. • Transportation services • California
This Managing Broker-Dealer Agreement (this “Agreement”) is entered into by and among White River Private Capital Management, White River Energy Partners I, LP (a Delaware limited partnership, hereinafter the “Issuer”), and Emerson Equity LLC, a California limited liability company (the “Managing Broker-Dealer”), effective July 12, 2023 (the “Effective Date”) regarding the offering and sale by the Issuer of up to $50,000,000.00 in partnership units (the “Securities”) in the Issuer (the “Offering”) as described in a related confidential private placement memorandum (“Memorandum”).
