Placement Agency and Closing Agency Agreement Sample Contracts

Up to $125,000,000 HomeFed Corporation
Placement Agency and Closing Agency Agreement • July 6th, 2015 • Homefed Corp • Real estate • New York

Introductory. HomeFed Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to certain purchasers (collectively, the “Purchasers”) up to $125,000,000 in aggregate principal amount of its 6.50% Senior Notes due 2018 (the “Notes”). The Notes initially will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis (the “Guarantees” and, together with the Notes, the “Securities”) by each of the Company’s current domestic subsidiaries (the “Guarantors”). The Securities will be offered and sold to the Purchasers in a private placement (the “Placement”) without being registered under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), in reliance upon exemptions from registration thereunder provided by Section 4(a)(2) (“Section 4(a)(2)”) thereof and/or Regulation D (“Regulation D”) thereunder. The Securities

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Up to $75,000,000 HomeFed Corporation
Placement Agency and Closing Agency Agreement • October 2nd, 2017 • Homefed Corp • Real estate • New York

Introductory. HomeFed Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to certain purchasers (collectively, the “Purchasers”) up to $75,000,000 in aggregate principal amount of its 6.50% Senior Notes due 2019 (the “Notes”). The Notes initially will be fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis (the “Guarantees” and, together with the Notes, the “Securities”) by each of the Company’s current domestic subsidiaries (the “Guarantors”). The Securities will be offered and sold to the Purchasers in a private placement (the “Placement”) without being registered under the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (collectively, the “Securities Act”), in reliance upon exemptions from registration thereunder provided by Section 4(a)(2) (“Section 4(a)(2)”) thereof and/or Regulation D (“Regulation D”) thereunder. The Securities

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