Participating Dealer Agreement Sample Contracts

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BOUSTEAD SECURITIES, LLC
Participating Dealer Agreement • December 21st, 2017 • HC Government Realty Trust, Inc. • Real estate investment trusts • South Carolina
PARTICIPATING DEALER AGREEMENT
Participating Dealer Agreement • May 23rd, 2024 • Alabama
STRATEGIC CAPITAL INVESTORS, LLC PARTICIPATING DEALER AGREEMENT TerraCycle US Inc. Shares of Class A (Non-Voting) Preferred Stock
Participating Dealer Agreement • November 16th, 2017 • TerraCycle US Inc. • Refuse systems • Virginia

The undersigned, Strategic Capital Investors, LLC, a Michigan limited liability company (the "Placement Agent"), has entered into Exclusive Placement Agency Agreements dated August 14, 2017 with TerraCycle US Inc., a Delaware corporation (the "Company"), and JH Terra LLC, a stockholder of TerraCycle, Inc., the parent company of the Company, for the sale (the "Offering") of up to 250,000 shares of Class A (Non-Voting) Preferred Stock (the "Shares") of the Company, pursuant to which the Placement Agent has agreed to use its best efforts, together with a group of licensed securities dealers (a "Dealer" if singular or the "Dealers" if plural), to solicit offers for the purchase of the Shares. The Placement Agency Agreements are attached hereto as Exhibit A (together, the “Placement Agency Agreement”). The Company has prepared and filed an Offering Statement on Form 1-A, File No. 024-10734 (together with all amendments thereto, the "Offering Statement") with the Securities and Exchange Comm

FORM OF PARTICIPATING DEALER AGREEMENT
Participating Dealer Agreement • December 21st, 2017 • Nuveen Global Cities REIT, Inc. • Real estate investment trusts • New York

Nuveen Securities, LLC, as the dealer manager (“Dealer Manager”) for Nuveen Global Cities REIT, Inc. (the “Company”), a Maryland corporation which will be taxed as a real estate investment trust, invites you (the “Dealer”) to participate in the distribution of shares of common stock, $0.01 par value per share, of the Company (“Common Stock”) subject to the following terms:

BLUEROCK ENHANCED MULTIFAMILY TRUST, INC. Up to $550,000,000 in Shares of Common Stock, $0.01 par value per share PARTICIPATING DEALER AGREEMENT Dated: _________________, 201_
Participating Dealer Agreement • September 20th, 2012 • Bluerock Enhanced Multifamily Trust, Inc. • Real estate investment trusts • New York

Subject to the terms described herein, Bluerock Capital Markets, LLC, as the dealer manager (the “Dealer Manager”) for Bluerock Enhanced Multifamily Trust, Inc., a Maryland corporation (the “Company”), invites you (“Participating Dealer”) to participate in the distribution, on a “best efforts basis,” of up to $550,000,000 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 $500,000,000 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 $50,000,000 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 price of $[10.00] per share. The price at which Primary Shares will be offered and sold

PARTICIPATING DEALER AGREEMENT
Participating Dealer Agreement • April 14th, 2023 • Belpointe PREP, LLC • Real estate • New York

Emerson Equity LLC, a California limited liability company, as the dealer manager (the “Dealer Manager”) for Belpointe PREP, LLC, a Delaware limited liability company (the “Company”), invites you (the “Dealer”) to participate in the distribution of Class A units (the “Units”) representing limited liability company interest in the Company subject to the terms of this Participating Dealer Agreement (the “Agreement”).

Form of Participating Dealers Agreement BOUSTEAD SECURITIES, LLC 6 Venture, Suite 325 Irvine, CA 92618 949-295-1580 PARTICIPATING DEALER AGREEMENT for Shares in Allied Corp.
Participating Dealer Agreement • June 11th, 2021 • Allied Corp. • Retail-catalog & mail-order houses • California

The undersigned, Boustead Securities, LLC, a California limited liability company (the “Managing Broker-Dealer”), has entered into an agreement (the “Engagement Letter”) with Allied Corp., a Nevada corporation (the “Company”), for the sale (the “Offering”) of up to $20,000,000 in shares of common stock (the “Shares”) in the Company, pursuant to which the Managing Broker-Dealer has agreed to use its best efforts to form and manage, as the Managing Broker-Dealer, a group of licensed securities dealers (a “Dealer” if singular or the “Dealers” if plural) for the purpose of soliciting offers for the purchase of the Shares. The Underwriting Agreement is attached hereto as Exhibit A. The Company has prepared and filed an Offering Statement on Form 1-A, File No. __________ (together with all amendments thereto, the “Offering Statement”) with the Securities and Exchange Commission (“SEC”). The date the Offering Statement is qualified by SEC shall be referred to herein as the “Qualification Date

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 • May 13th, 2009 • NorthEnd Income Property Trust Inc. • Real estate investment trusts • 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 (“

BOUSTEAD SECURITIES, LLC 6 Venture, Suite 325 Irvine, CA 92618 949-295-1580 PARTICIPATING DEALER AGREEMENT for Shares in True Leaf Medicine International, Ltd.
Participating Dealer Agreement • November 13th, 2017 • True Leaf Medicine International Ltd. • Food and kindred products • California

The undersigned, Boustead Securities, LLC, a California limited liability company (the "Managing Broker-Dealer"), has entered into an agreement (the "Engagement Letter") with True Leaf Medicine International, Ltd., a Canadian corporation (the "Company"), for the sale (the "Offering") of up to $10,000,000 in shares of common stock (the "Shares") in the Company, pursuant to which the Managing Broker-Dealer has agreed to use its best efforts to form and manage, as the Managing Broker-Dealer, a group of licensed securities dealers (a "Dealer" if singular or the "Dealers" if plural) for the purpose of soliciting offers for the purchase of the Shares. The Underwriting Agreement is attached hereto as Exhibit A. The Company has prepared and filed an Offering Statement on Form 1-A, File No. 024-10679 (together with all amendments thereto, the "Offering Statement") with the Securities and Exchange Commission ("SEC"). The date the Offering Statement is qualified by SEC shall be referred to herein

INVESCO DISTRIBUTORS, INC. FORM OF PARTICIPATING DEALER AGREEMENT INVESCO REAL ESTATE INCOME TRUST INC.
Participating Dealer Agreement • March 31st, 2021 • Invesco Real Estate Income Trust Inc. • Real estate investment trusts • Georgia
GK INVESTMENT PROPERTY HOLDINGS II, LLC PARTICIPATING DEALER AGREEMENT
Participating Dealer Agreement • January 14th, 2020 • GK Investment Property Holdings II LLC • Real estate • California

JCC Advisors, LLC, a Texas limited liability company, as the managing broker-dealer (“Managing Broker-Dealer”) for GK Investment Property Holdings II, LLC, a Delaware limited liability company (the “Company”), invites you (the “Dealer”) to participate in the distribution, on a “best efforts basis,” to the public (the “Offering”) of up to $50,000,000 of 7% bonds of the Company (“Bonds”) subject to the following terms:

BLUEROCK ENHANCED MULTIFAMILY TRUST, INC. Up to $1,282,499,999 in Shares of Common Stock, $0.01 par value per share FORM OF PARTICIPATING DEALER AGREEMENT Dated: , 200
Participating Dealer Agreement • December 9th, 2008 • Bluerock Enhanced Multifamily REIT, Inc. • Real estate investment trusts • New York

Subject to the terms described herein, Select Capital Corporation, as the dealer manager (the “Dealer Manager”) for Bluerock Enhanced Multifamily Trust, Inc., a Maryland corporation (the “Company”), invites you (“Participating Dealer”) to participate in the distribution, on a “best efforts basis,” of up to $1,282,499,999 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 $1,000,000,000 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 $282,499,999 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 an initial purchase price of $9.50 per share until $50,000,000 in Primary Shares are so

FORM OF GREAT LAKES CAPITAL ACCEPTANCE, LLC PARTICIPATING DEALER AGREEMENT 1,000,000 UNITS OF 8.75% SERIES A CUMULATIVE REDEEMABLE PREFERRED MEMBERSHIP INTERESTS December , 2003
Participating Dealer Agreement • December 11th, 2003 • Great Lakes Capital Acceptance LLC • Investors, nec • Illinois

Great Lakes Capital Acceptance, LLC is an Illinois limited liability company (the “Company”) formed on March 22, 2000. The Company is governed by the Articles of Organization (the “Articles”) and its Amended and Restated Operating Agreement (the “Operating Agreement”) each in the form included as Exhibits to the Registration Statement described in Section 1(a) hereof (such Articles being hereinafter referred to as the “Organizational Documents”). Unless otherwise defined, capitalized terms used herein shall have the same meaning as in the Registration Statement on Form SB-2.

PARTICIPATING DEALER AGREEMENT TRILOMA EIG GLOBAL ENERGY FUND
Participating Dealer Agreement • July 20th, 2015 • Triloma EIG Global Energy Fund • Florida

Subject to the terms hereof, Triloma Securities, LLC, as the dealer manager (“Dealer Manager”) for Triloma EIG Global Energy Fund, a Delaware statutory trust (the “Fund”), invites you, (“Participating Dealer”) to participate in the distribution, on a best efforts basis, of up to 39,001 common shares of beneficial interest of the Fund (the “Common Shares”), to be issued and sold to the public on a “best efforts” basis (the “Offered Shares”) at an initial offering price of $25.64 per share (which offering price is subject to change as described in the Prospectus (as defined below)) as set forth in the Registration Statement filed by the Fund, which includes the Fund’s prospectus, as amended or supplemented (the “Prospectus”) and the Statement of Additional Information. Triloma Energy Advisors, LLC is the investment adviser of the Fund (the “Adviser”). EIG Credit Management Company, LLC is the investment sub-adviser of the Fund (the “Sub-Adviser”).

PALADIN REALTY INCOME PROPERTIES, INC. Up to $725,000,000 in Shares of Common Stock, $0.01 par value per share FORM OF PARTICIPATING DEALER AGREEMENT Dated: , 200
Participating Dealer Agreement • July 22nd, 2011 • Paladin Realty Income Properties Inc • Real estate investment trusts • California

Subject to the terms described herein, KBR Capital Markets, LLC, as the dealer manager (“Dealer Manager”) for Paladin Realty Income Properties, Inc., a Maryland corporation (the “Company”), invites you (“Participating Dealer”) to participate in the distribution, on a best efforts basis, of up to $725,000,000 in shares of common stock of the Company, $0.01 par value per share (the “Common Stock”), of which amount: (i) up to $75,000,000 in shares of Common Stock are being offered pursuant to the Company’s Amended and Restated Distribution Reinvestment Plan for a purchase price of $9.50 per share (the “DRIP Shares”); and (ii) up to $650,000,000 in shares of Common Stock (the “Primary Shares” and together with the DRIP Shares, the “Offered Shares”), at an initial offering purchase price of $10.00 per share (subject in certain circumstances to discounts based upon the volume of shares purchased). Notwithstanding the foregoing, the Company has reserved the right to reallocate the Offered Sha

PARTICIPATING DEALER AGREEMENT For Shares in SMART RX SYSTEMS, INC.
Participating Dealer Agreement • June 21st, 2022 • Smart Rx Systems Inc • Retail-drug stores and proprietary stores • Florida

Smart Rx Systems, Inc., a Florida corporation (the “Company”), proposes to issue and sell 4,500,000 shares of Series REG A Non-Voting Cumulative Convertible Secured preferred stock (the “Series REG A”) and 500,000 shares of Class REG A Super-Voting Preemptive Rights Convertible common stock at par value $0.0001 per share (the “Class REG A”) to investors deemed acceptable to the Company (the “Investors”) in a public offering pursuant to Regulation A Tier II (the “Offering”) for a total offering amount of $50,000,000.00 (the “Offering Amount”). Together, the Series REG A Shares and the Class REG A Shares shall be referred to as the “REG A Shares.” The minimum purchase by any one Investor shall be 900 shares of Series REG A shares in conjunction with 100 shares of Class REG A shares, which equals an aggregate amount of $10,000. Each individual investment shall maintain a 9:1 ratio between Series REG A shares and Class REG A Shares, which can be waived by the Company under certain circumst

APPENDIX A FORM OF PARTICIPATING DEALER AGREEMENT NORTHSTAR REAL ESTATE CAPITAL INCOME FUND Up to $3,000,000,000 in Common Shares, $0.001 par value per share FORM OF PARTICIPATING DEALER AGREEMENT Dated:
Participating Dealer Agreement • December 24th, 2015 • NorthStar Real Estate Capital Income Fund • New York

NorthStar Securities, LLC, as the dealer manager (the “Dealer Manager”) for NorthStar Real Estate Capital Income Fund, a Delaware statutory trust (the “Trust”), invites you (“Participating Dealer”) to participate in the distribution of shares of beneficial interest of the Trust subject to the following terms:

5,000,000 UNITS OF COMMON STOCK AND WARRANTS $4.25 PER UNIT
Participating Dealer Agreement • September 29th, 1997 • Rodi Power Systems Inc • Engines & turbines
EXHIBIT (E)(2) FORM OF SELECTED DEALERS AGREEMENT
Participating Dealer Agreement • October 15th, 1998 • Principal Preservation Portfolios Inc • Wisconsin
WHOLESALER TECHNOLOGY CATALOG CONTRACT PARTICIPATING DEALER AGREEMENT
Participating Dealer Agreement • November 22nd, 2024

This PEPPM Participating Dealer Agreement (“Agreement”) is made and entered into as of the last date of signature below (“Effective Date”) by and between IT Devices Online, Inc. (“Reseller”),

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AEI CORE PROPERTY INCOME TRUST, INC. PARTICIPATING DEALER AGREEMENT
Participating Dealer Agreement • August 29th, 2011 • AEI Core Property Income Trust, Inc • Minnesota

AEI Securities, Inc., as dealer-manager (the “Dealer-Manager”) for AEI Core Property Income Trust, Inc., a Minnesota corporation (the “Company”) invites you (“Dealer”) to participate in the distribution of shares of common stock (the “Shares”), subject to the terms set forth below.

Participating Dealer Agreement for Offering Point-of-Sale or -Lease Incentives
Participating Dealer Agreement • December 11th, 2019

This agreement defines the terms under which Vermont Electric Distribution Utilities, as program implementers for the State of Vermont’s plug-in electric vehicle (PEV) incentive program, will reimburse an automobile dealer signing this agreement (Dealer) for eligible customer purchases or leases of eligible all-electric and plug-in hybrid electric vehicles. This incentive program is known as the “State Incentive Program.” The program is anticipated to launch in December 2019. Incentives will not be available for PEVs purchased or leased prior to the official launch date set by the State of Vermont Agency of Transportation.

AMENDMENT NO. 1 TO PARTICIPATING DEALER AGREEMENT
Participating Dealer Agreement • June 1st, 2017 • Steadfast Apartment REIT III, Inc. • Real estate investment trusts • New York

This Amendment No. 1 to the Participating Dealer Agreement (this “Amendment”) is effective as of the date of this notice provided to you (the “Participating Dealer”) by Steadfast Capital Markets Group, LLC (the “Dealer Manager”). Capitalized terms used but not defined herein shall have the meaning set forth in the Participating Dealer Agreement (as defined below).

GK INVESTMENT HOLDINGS, LLC PARTICIPATING DEALER AGREEMENT
Participating Dealer Agreement • June 30th, 2016 • GK Investment Holdings, LLC • Real estate • Delaware

JCC Advisors, LLC, a Texas limited liability company, as the managing broker-dealer ("Managing Broker-Dealer") for GK Investment Holdings, LLC, a Delaware limited liability company (the "Company"), invites you (the "Dealer") to participate in the distribution, on a "best efforts basis," to the public (the "Offering") of up to $50,000,000 of 7% unsecured bonds of the Company ("Bonds") subject to the following terms:

FORM OF PARTICIPATING DEALER AGREEMENT 6,000,000 Shares of 6.00% Series B Cumulative Redeemable Preferred Stock — Primary Offering — $25.00
Participating Dealer Agreement • February 20th, 2018 • GLADSTONE LAND Corp • Real estate investment trusts • Virginia

Gladstone Securities, LLC, as the dealer manager (“Dealer Manager”) for Gladstone Land Corporation, a Maryland corporation (the “Company”), invites you (the “Dealer”) to participate in the distribution of shares of 6.00% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share (“Shares”), of the Company subject to the following terms:

AMENDMENT NO. 1 TO THE PARTICIPATING DEALER AGREEMENT
Participating Dealer Agreement • August 1st, 2017 • Steadfast Alcentra Global Credit Fund • New York

This Amendment No. 1 to the Participating Dealer Agreement (this “Amendment”) is effective as of the date of this notice provided to you (the “Participating Dealer”) by Steadfast Capital Markets Group, LLC (the “Dealer Manager”). Capitalized terms used but not defined herein shall have the meaning set forth in the Participating Dealer Agreement (as defined below).

APPENDIX A FORM OF PARTICIPATING DEALER AGREEMENT NORTHSTAR CORPORATE INCOME FUND-T Up to $189,376,000 in Common Shares, $0.001 par value per share FORM OF PARTICIPATING DEALER AGREEMENT Dated:
Participating Dealer Agreement • February 12th, 2016 • NorthStar Corporate Income Fund-T • New York

NorthStar Securities, LLC, as the dealer manager (the “Dealer Manager”) for NorthStar Corporate Income Fund-T, a Delaware statutory trust (the “Fund”), invites you (“Participating Dealer”) to participate in the distribution of shares of beneficial interest of the Fund subject to the following terms:

PARTICIPATING DEALER AGREEMENT
Participating Dealer Agreement • March 15th, 2012 • Fortune Vacation Travel Ltd. • Transportation services • Nevada

This Participating Dealer Agreement (the “Agreement”) is made as of the 20th day of July, 2011 by and among ________________________ (“Dealer”), and Underhill Securities Corp., a Nevada corporation (“USC”).

Participating Dealer Agreement North Carolina Department of Public Instruction (NCDPI)
Participating Dealer Agreement • February 28th, 2018 • North Carolina

This Amendment (“Amendment”) is made and entered into as of the date signed by the last party (“Amendment Effective Date”) and amends the Participating Dealer Agreement (“Agreement”) effective March 27, 2015, between NWN Corporation (“Participating Dealer”), and EC America, Inc. (“EC America”). All capitalized terms used and not otherwise defined in this Amendment shall have the meaning ascribed to them in the Agreement.

NORTHSTAR HEALTHCARE INCOME, INC. Up to $1,100,000,000 in Shares of Common Stock, $0.01 par value per share FORM OF PARTICIPATING DEALER AGREEMENT Dated: , 2013
Participating Dealer Agreement • April 22nd, 2013 • NorthStar Healthcare Income, Inc. • Real estate investment trusts • New York

Subject to the terms described herein, NorthStar Realty Securities, LLC, as the dealer manager (the “Dealer Manager”) for NorthStar Healthcare Income, Inc., a Maryland corporation (the “Company”), invites you (“Participating Dealer”) to participate in the distribution, on a “best efforts basis,” of up to $1,100,000,000 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 $1,000,000,000 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 $100,000,000 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”) will be offered at $10.00 per share (subject in certain circumstances to discounts based upon the volume of shares purchased and for certain categories

Up to 20,000,000 in Shares of Common Stock, $0.001 par value per share PARTICIPATING DEALER AGREEMENT
Participating Dealer Agreement • November 6th, 2007 • California

Subject to the terms set forth below, Triton Pacific Securities, LLC, as the dealer manager (“Dealer Manager”) for Triton Pacific Investment Corporation, Inc. a Maryland corporation (the “Company”), invites you (“Participating Dealer”) to participate in the distribution, on a best efforts basis, of up to 20,000,000 in shares of common stock of the Company, $0.001 par value per share (the “Common Stock”), to be issued and sold to the public on a “best efforts” basis (the “Offered Shares”) at an initial offering price of $15.00 per share (subject in certain circumstances to discounts based upon the volume of shares purchased) as set forth in the registration statement on Form N-2 filed by the Company (File No. 333-174873), which includes the Company’s prospectus, as amended or supplemented (the “Prospectus”).

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