Soliciting Dealer Agreement Sample Contracts

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EX-1.2 3 d252100dex12.htm FORM OF SOLICITING DEALER AGREEMENT INDEPENDENCE MORTGAGE TRUST, INC. FORM OF SOLICITING DEALER AGREEMENT Ladies and Gentlemen:
Soliciting Dealer Agreement • May 5th, 2020

Independence Realty Securities, LLC (the “Dealer Manager”) entered into a dealer manager agreement, dated as of , 2012 (the “Dealer Manager Agreement”), with Independence Mortgage Trust, Inc. (the “Company”), a Maryland corporation that intends to qualify and elect to be taxed as a real estate investment trust (a “REIT”) for federal income tax purposes beginning with the taxable year ending December 31st of the year in which the Company satisfies the Minimum Offering (as defined below). Pursuant to the Dealer Manager Agreement, the Dealer Manager has agreed to act as exclusive dealer manager for, and to use its reasonable best efforts to solicit subscriptions in connection with, the Company’s public offering of (a) up to 150,000,000 shares of the Company’s common stock, $.01 par value per share (the “Shares”), for a purchase price of $10.00 per Share (subject in certain circumstances to discounts based upon the volume of shares purchased and for certain categories of purchasers), in th

SOLICITING DEALER AGREEMENT WITH PREFERRED CAPITAL SECURITIES, LLC
Soliciting Dealer Agreement • April 11th, 2017 • Preferred Apartment Communities Inc • Real estate investment trusts

Preferred Capital Securities, LLC (the “Dealer Manager”) entered into a dealer manager agreement, dated as of February 14, 2017 (the “Dealer Manager Agreement”), with Preferred Apartment Communities, Inc., a Maryland corporation (the “Company”), under which the Dealer Manager agreed to use its best efforts to solicit subscriptions in connection with the public offering (the “Offering”) for up to 1,500,000 shares of the Company’s Series A Redeemable Preferred Stock, par value $0.01 per share, referred to as Series A Redeemable Preferred Stock, and warrants, referred to as the Warrants, to purchase a maximum of 30,000,000 shares of the Company’s common stock in this offering. The Offering also covers the shares of common stock that are issuable from time to time upon exercise of the Warrants and that may be issuable upon redemption of the Series A Redeemable Preferred Stock. The Series A Redeemable Preferred Stock and the Warrants will be sold in units (“Units”), with each Unit consistin

ORCHARD SECURITIES, LLC LEHI, UTAH 84043 FORM OF SOLICITING DEALER AGREEMENT for Shares in Cottonwood Multifamily Opportunity Fund, Inc.
Soliciting Dealer Agreement • November 16th, 2017 • Cottonwood Multifamily Opportunity Fund, Inc. • Real estate investment trusts • Utah

The undersigned, Orchard Securities, LLC, a Utah limited liability company (the “Managing Broker-Dealer”), has entered into an agreement (the “MBD Agreement”) with Cottonwood Multifamily Opportunity Fund, Inc., a Maryland corporation (the “Company”) for the sale (the “Offering”) of up to $50,000,000 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 securities dealers (the “Selling Group Members”) for the purpose of soliciting offers for the purchase of the Shares. The MBD Agreement is attached as Exhibit A. The terms of the Offering are set forth in the Cottonwood Multifamily Opportunity Fund, Inc. Offering Statement dated [____________ __], 20[__] (the “Offering Statement”). The date the Offering Statement is qualified by the Securities and Exchange Commission (the “SEC”) shall be referred to herein as the “Qualification Date.” The Shares wi

LIGHTSTONE REAL ESTATE INCOME TRUST INC. SOLICITING DEALER AGREEMENT
Soliciting Dealer Agreement • January 29th, 2015 • Lightstone Real Estate Income Trust Inc. • Real estate investment trusts

Orchard Securities, LLC, a Utah limited liability company (the “Dealer Manager”), entered into an exclusive dealer manager agreement dated as of [ ], 2015 (as may be amended, amended and restated or otherwise modified from time to time, the “Dealer Manager Agreement”), with Lightstone Real Estate Income Trust Inc., a Maryland corporation (the “Company”), pursuant to which the Dealer Manager has agreed to use its best efforts to solicit subscriptions in connection with the public offering (the “Offering”) of up to an aggregate of 30,000,000 shares of Common Stock, $0.01 par value per share (the “Common Shares”), of the Company for a purchase price of $10.00 per Common Share, subject to the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus (as defined below). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings therefor as in the Dealer Manager Agreement.

REVISED SOLICITING DEALER AGREEMENT
Soliciting Dealer Agreement • July 7th, 2020 • Hartman vREIT XXI, Inc. • Real estate investment trusts • Texas

This Soliciting Dealer Agreement (the “Agreement”) dated _____ , ___ 202__, is between Hartman vREIT XXI, Inc., a Maryland corporation (The “Company”), D.H. Hill Securities, LLLP. (the “Dealer Manager”) and ______________ , (the Soliciting Dealer”).

BUSINESS DEVELOPMENT CORPORATION OF AMERICA, INC. SOLICITING DEALER AGREEMENT
Soliciting Dealer Agreement • August 14th, 2014 • Business Development Corp of America

Realty Capital Securities, LLC (the “Dealer Manager”) entered into an exclusive dealer manager agreement, dated as of July 1, 2014 (the “Dealer Manager Agreement”), with Business Development Corporation of America, Inc. a Maryland corporation that intends to elect to be treated as a business development company under the Investment Company Act of 1940, as amended, (the “Company”), pursuant to which the Dealer Manager agreed to use its reasonable best efforts to solicit subscriptions in connection with the public offering (the “Offering”) of up to 101,100,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), on a continuous basis, for a purchase price of $11.20 per Share, with a minimum initial investment of $1,000, commencing on the Effective Date (as defined below). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings therefor as in the Dealer Manager Agreement.

INLAND RESIDENTIAL PROPERTIES TRUST, INC. DEALER MANAGER AGREEMENT February 17, 2015
Soliciting Dealer Agreement • February 18th, 2015 • Inland Residential Properties Trust, Inc. • Real estate investment trusts • Illinois

Inland Residential Properties Trust, Inc., a Maryland corporation formed on December 19, 2013 (the “Company”), is offering upon the terms and conditions set forth in the Prospectus (as defined below) (i) on a “reasonable best efforts” basis up to $1 billion of shares of common stock in the primary offering (the “Primary Offering”), to the public, in any combination of Class A Shares ($25.00 per share) and Class T Shares ($23.95 per share) (individually the “Class A Shares” and the “Class T Shares” and collectively, the “Shares”); and (ii) up to $190 million in shares at a purchase price of $23.75 per Class A Share for issuance through the Company’s distribution reinvestment plan (the “DRP”, and together with the Primary Offering the “Offering”). Each subscriber will be required to enter into a subscription agreement substantially in the form of the Subscription Agreement attached as Appendix C-1 to the Prospectus (as may be amended by the Company from time to time, the “Subscription Ag

CYPRESS EQUIPMENT FUND A, LLC SOLICITING DEALER AGREEMENT San Francisco, California
Soliciting Dealer Agreement • March 1st, 2012 • Cypress Equipment Fund A, LLC • Services-equipment rental & leasing, nec
REEF SECURITIES, INC.
Soliciting Dealer Agreement • August 30th, 2013 • Reef Oil & Gas Drilling & Income Fund, L.P. • Drilling oil & gas wells • Texas
SOLICITING DEALER AGREEMENT
Soliciting Dealer Agreement • February 15th, 2008 • North American Royalty Corp. • Illinois

SOLICITING DEALER AGREEMENT, dated as of February 13, 2008 (“Agreement”), between NORTH AMERICAN ROYALTY CORP., a Maryland corporation (the “Company”), and ALARON FINANCIAL SERVICES, INC., (the “Agent”). Each of the parties to this Agreement are referred to herein as a “Party” and collectively as the “Parties.”

AMERICAN REALTY CAPITAL TRUST III, INC. FORM OF SOLICITING DEALER AGREEMENT
Soliciting Dealer Agreement • March 15th, 2011 • American Realty Capital Trust III, Inc. • Real estate investment trusts

Realty Capital Securities, LLC (the “Dealer Manager”) entered into an exclusive dealer manager agreement, dated as of , 2011 (the “Dealer Manager Agreement”), with American Realty Capital Trust III, Inc., a Maryland corporation (the “Company”) and American Realty Capital Advisors III, LLC, pursuant to which the Dealer Manager agreed to use its reasonable best efforts to solicit subscriptions in connection with the public offering (the “Offering”) of: (i) up to 150,000,000 shares of the Company’s common stock, $.01 par value per share (“Common Stock”) for a purchase price of $10.00 per share (subject in certain circumstances to discounts based upon the volume of shares of Common Stock purchased) (the “Primary Shares”), and (ii) up to 25,000,000 shares of Common Stock for a purchase price equal to the greater of $9.50 per share or 95% of the estimated value of a share of Common Stock (the “DRP Shares” and, together with the Primary Shares, the “Shares”) commencing on the Effective Date (

FIRST AMENDMENT TO SOLICITING DEALER AGREEMENT
Soliciting Dealer Agreement • March 28th, 2017 • Lightstone Real Estate Income Trust Inc. • Real estate investment trusts

This First Amedment to the Soliciting Dealer Agreement (the “First Amendment”), effective as of the 12th day of January, 2017, is entered into by and among Orchard Securities, LLC, a Utah limited liability company (the “Dealer Manager”) and the Soliciting Dealer (as defined in that certain Amended and Restated Dealer Manager Agreement, dated January 12, 2017 (as may be further amended, amended and restated or otherwise modified from time to time) between the Dealer Manager and Lightstone Real Estate Income Trust, Inc., a Maryland corporation (the “Company”)).

SOLICITING DEALER AGREEMENT (WITH STAND-BY GUARANTEE)
Soliciting Dealer Agreement • March 16th, 2017 • British Columbia

Mackie Research Capital Corporation (the “Soliciting Dealer”) understands that Glance Technologies Inc. (the “Corporation”) proposes to issue 64,770,329 transferable rights (“Rights”) to the holders of its common shares (“Common Shares”) of record as at the close of business on March 29, 2017 (the “Record Date”) entitling the holders thereof to subscribe for and purchase units (“Units”) of the Corporation. Holders of Common Shares will receive one Right for each Common Share held on the Record Date. Six (6) Rights and the payment of the exercise price of $0.20 per Unit entitles the holder to purchase one Unit of the Corporation. Each Unit will be comprised of one Common Share and one common share purchase warrant (“Warrant”) of the Corporation. Each Warrant will entitle the holder to subscribe for and purchase one additional Common Share for a period expiring on the 24 month anniversary of the Closing Date, at an exercise price of $0.23 per Common Share during the period expiring on th

SOLICITING DEALER AGREEMENT
Soliciting Dealer Agreement • October 17th, 2018 • Texas

This Soliciting Dealer Agreement relates to the private offering (the “Offering”) by GMI-CS 125, LP (the “Partnership”), a Texas limited partnership, of a maximum of $5,250,492 of limited partner interests (“Interests”). The terms of the offering (the “Offering”) are set forth in the Confidential Private Placement Memorandum of the Partnership dated October 16, 2018 (with all exhibits thereto, the “Memorandum”), as supplemented or amended from time to time. Any material change that may occur with respect to the offering not otherwise set forth in the Memorandum will be set forth in a supplement to the Memorandum, and the term “Memorandum” as used herein includes the Memorandum as supplemented or amended from time to time. Terms used but not otherwise defined in this Agreement have the same meanings as set forth in the Memorandum. The Offering is limited to “accredited investors” as defined under Regulation D (“Regulation D”) promulgated by the U. S. Securities and Exchange Commission (

INLAND RETAIL PROPERTIES TRUST V, INC. FORM OF DEALER MANAGER AGREEMENT
Soliciting Dealer Agreement • March 20th, 2014 • Inland Retail Properties Trust V, Inc. • Real estate investment trusts • Illinois
INDEPENDENCE REALTY TRUST, INC. FORM OF SOLICITING DEALER AGREEMENT
Soliciting Dealer Agreement • April 8th, 2011 • Independence Realty Trust, Inc • Real estate investment trusts

Independence Realty Securities, LLC (the “Dealer Manager”) entered into a dealer manager agreement, dated as of April 7, 2011 (the “Dealer Manager Agreement”), with Independence Realty Trust, Inc., a Maryland corporation (the “Company”), under which the Dealer Manager agreed to use its reasonable best efforts to solicit subscriptions in connection with the public offering (the “Offering”) for its common shares of beneficial interest, $.01 par value per share, of which amount: (i) up to 100,000,000 shares for a purchase price of $10.00 per share (subject in certain circumstances to discounts based upon the volume of shares purchased and for certain categories of purchasers) (the “Primary Shares”), and (ii) up to 10,000,000 shares for a purchase price of $9.50 per share (the “DRP Shares” and, together with the Primary Shares, the “Shares”) commencing on the initial Effective Date (as defined below). Notwithstanding the foregoing, the Company has reserved the right to reallocate the Share

SOLICITING DEALER AGREEMENT WITH EMERSON EQUITY, LLC GWG HOLDINGS, INC. CONTINOUS OFFERING UP TO 2,000,000 UNITS OF L BONDS
Soliciting Dealer Agreement • May 15th, 2020 • GWG Holdings, Inc. • Life insurance

Emerson Equity, LLC (the “Dealer Manager”) entered into a dealer manager agreement, dated as of ____________, 2020 (the “Dealer Manager Agreement”), with GWG Holdings, Inc., a Delaware corporation (the “Company”), under which the Dealer Manager agreed to use its best efforts to solicit subscriptions in connection with the public offering (the “Offering”) for up to 2,000,000 units of L Bonds (the “L Bonds” or “Units”) at a public offering price of $1,000 per Unit, representing $2,000,000,000 in aggregate principal amount of L Bonds. The Offering will commence on the initial Effective Date (as defined below). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings therefor as in the Dealer Manager Agreement.

UNITED DEVELOPMENT FUNDING INCOME FUND V UP TO 50,000,000 COMMON SHARES OF BENEFICIAL INTEREST EXCLUSIVE DEALER MANAGER AGREEMENT
Soliciting Dealer Agreement • June 6th, 2014 • United Development Funding Income Fund V • Real estate investment trusts • New York

United Development Funding Income Fund V (the “Trust”) is a Maryland real estate investment trust that intends to qualify to be taxed as a real estate investment trust (a “REIT”) for federal income tax purposes beginning with the taxable year ending December 31, 2014, or the first year during which the Trust begins material operations. The Trust proposes to offer (a) up to 37,500,000 common shares of beneficial interest, $0.01 par value per share (the “Shares”), for a purchase price of $20.00 per Share, in the primary offering (the “Primary Offering”), and (b) up to 12,500,000 Shares for a purchase price of $20.00 per Share for issuance through the Trust’s distribution reinvestment program (the “DRP” and together with the Primary Offering, the “Offering”) (subject to the right of the Trust to reallocate such Shares between the Primary Offering and the DRP), all upon the other terms and subject to the conditions set forth in the Prospectus (as defined in Section 1(a)).

SOLICITING DEALER AGREEMENT NYLIFE DISTRIBUTORS LLC NYLIM Center Parsippany, New Jersey 07054
Soliciting Dealer Agreement • February 29th, 2016 • Mainstay Funds Trust • New York

We are the principal underwriter of the open-end investment companies sponsored, advised or administered by New York Life Investment Management LLC (“NYLIM,” or series thereof, the “NYLIM Funds”) or its affiliate, and/or we have agreements with the principal underwriters of certain other open-end investment companies (or series thereof, the “Other Funds” and, together with the NYLIM Funds, the “Funds”) as referenced on the attached “Fund Schedule.” We hereby offer to sell shares of the Funds (collectively the “Shares”) to you upon the following terms and conditions:

FORM OF SOLICITING DEALER AGREEMENT WITH PREFERRED CAPITAL SECURITIES, LLC
Soliciting Dealer Agreement • August 30th, 2019 • Preferred Apartment Communities Inc • Real estate investment trusts

Preferred Capital Securities, LLC (the “Dealer Manager”) entered into a dealer manager agreement, dated as of __________, 2019 (the “Dealer Manager Agreement”), with Preferred Apartment Communities, Inc., a Maryland corporation (the “Company”), under which the Dealer Manager agreed to use its best efforts to solicit subscriptions in connection with the public offering (the “Offering”) for up to 1,000,000 shares of the Company’s Series A1 Redeemable Preferred Stock, par value $0.01 per share (“Series A1 Redeemable Preferred Stock”), or Series M1 Redeemable Preferred Stock, par value $0.01 per share (“Series M1 Redeemable Preferred Stock” and together with the Series A1 Redeemable Preferred Stock, the “Preferred Stock”). Each share of Preferred Stock will be sold at a public offering price of $1,000 per share. The Offering will commence on the initial Effective Date (as defined below). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings there

FORM OF SOLICITING DEALER AGREEMENT AMERICAN ENERGY CAPITAL PARTNERS, LP FORM OF SOLICITING DEALER AGREEMENT
Soliciting Dealer Agreement • February 14th, 2014 • American Energy Capital Partners, LP • Crude petroleum & natural gas

Realty Capital Securities, LLC (the “Dealer Manager”) entered into an exclusive dealer manager agreement, dated as of , 2014 (the “Dealer Manager Agreement”), with American Energy Capital Partners, LP, a Delaware limited partnership (the “Company”) and American Energy Capital Partners GP, LLC, pursuant to which the Dealer Manager agreed to use its reasonable best efforts to solicit subscriptions in connection with the public offering (the “Offering”) of up to 100,000,000 limited partner interests of the Company (“Units”) offered to the public in the Offering commencing on the Effective Date (as defined below). The per Unit purchase price for the Units shall be up to $20.00 (including the maximum allowed to be charged for selling commissions (the “Selling Commissions”) and the dealer manager fee (the “Dealer Manager Fee”), in each case to be paid pursuant to the Dealer Manager Agreement. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings th

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SOLICITING DEALER AGREEMENT For Interests in
Soliciting Dealer Agreement • April 9th, 2024

The undersigned, Third Seven Capital LLC, a Delaware LLC (the “Managing Broker-Dealer”), has entered into an agreement (the “Selling Agreement”) with FSC HEALTHCARE 28, DST, a Delaware statutory trust (the “Trust”), regarding the offering and sale by the Trust of up to $10,567,000 of beneficial interests in the Trust (the “Interests”) through a private offering (the “Offering”) pursuant to which the Managing Broker- Dealer has agreed to use its best efforts to form and manage, as Managing Broker-Dealer, a group of securities dealers (the “Selling Group” or individually a “Selling Group Member”) for the purpose of soliciting offers for the purchase of the Interests. Capitalized terms used herein and not otherwise defined herein shall have the same meaning as set forth in the Confidential Private Placement Memorandum, FSC HEALTHCARE 28, DST, dated April 10, 2024, as may be amended, or supplemented from time to time (the “Memorandum”). It is anticipated that the Interests will be offered

SOLICITING DEALER AGREEMENT STRATSTONE/BLUEGREEN SECURED INCOME FUND, LLC
Soliciting Dealer Agreement • August 14th, 2009 • Stratstone/Bluegreen Secured Income Fund, LLC

Stratstone Securities, LLC (the “Dealer Manager”) has entered into a dealer manager agreement (the “Dealer Manager Agreement”) which is a part hereof and attached hereto, with Stratstone/Bluegreen Secured Income Fund, LLC, a Delaware Limited Liability Company (the “Company”), under which the Dealer Manager has agreed to use the Dealer Manager’s best efforts to solicit subscriptions for the units of the Company’s membership interests (the “Units”). The Company is offering to the public an aggregate maximum of up to $500,000,000 in Units at a price of $10.00 per Unit on a “best efforts” basis (the “Primary Offering”), and up to $70,000,000 in Units issued pursuant to the distribution reinvestment program (“DRP”) at a price equal to $9.10 per Unit (subject to the right of the Company to reallocate the Units between the Primary Offering and the DRP) (the “Offering”). Unless otherwise defined, capitalized terms used herein shall have the same meaning as in the Dealer Manager Agreement.

JOHN HANCOCK FUNDS, INC. 101 HUNTINGTON AVENUE BOSTON, MA 02199-7603 SOLICITING DEALER AGREEMENT
Soliciting Dealer Agreement • June 10th, 1999 • Investors Partner Life Separate Account Ipl-1 • Massachusetts
Inland Residential Properties Trust, Inc. Third AMENDED AND RESTATED Dealer Manager Agreement February 2, 2017
Soliciting Dealer Agreement • February 2nd, 2017 • Inland Residential Properties Trust, Inc. • Real estate investment trusts • Illinois

Inland Residential Properties Trust, Inc., a Maryland corporation formed on December 19, 2013 (the “Company”), is offering upon the terms and conditions set forth in the Prospectus (as defined below) (i) on a “reasonable best efforts” basis up to $1 billion of shares of common stock in the primary offering (the “Primary Offering”), to the public, in any combination of Class A Shares ($25.00 per share), Class T Shares ($23.95 per share) and Class T-3 Shares ($24.14 per share) (individually the “Class A Shares,” the “Class T Shares” and the “Class T-3 Shares,” and collectively, the “Shares”); and (ii) up to $190 million in shares at a purchase price of $23.75 per Class A Share, $22.81 per Class T Share and $22.81 per Class T-3 Share, in any combination, for issuance through the Company’s distribution reinvestment plan (the “DRP,” and together with the Primary Offering, the “Offering”). Each subscriber will be required to enter into a subscription agreement substantially in the form of th

SOLICITING DEALER AGREEMENT (WITH STAND-BY GUARANTEE)
Soliciting Dealer Agreement • December 7th, 2017 • British Columbia

Mackie Research Capital Corporation (the “Soliciting Dealer”) understands that Carl Data Solutions Inc. (the “Corporation”) proposes to issue 55,211,656 transferable rights (“Rights”) to the holders of its common shares (“Common Shares”) of record as at the close of business in Vancouver on December 1, 2017 (the “Record Date”) entitling the holders thereof to subscribe for and purchase units (“Units”) of the Corporation. Holders of Common Shares will receive one Right for each Common Share held on the Record Date. Five (5) Rights and the payment of the exercise price of $0.26 per Unit entitles the holder to purchase one Unit of the Corporation. Each Unit will be comprised of one Common Share and one common share purchase warrant (“Warrant”) of the Corporation. Each Warrant will entitle the holder to subscribe for and purchase one additional Common Share for a two-year period from the date of issuance at a price of CDN$0.35 per Common Share, if exercised within six months of the date of

FORM OF SOLICITING DEALER AGREEMENT HEALTHCARE TRUST OF AMERICA, INC.
Soliciting Dealer Agreement • January 21st, 2010 • Healthcare Trust of America, Inc. • Real estate investment trusts

Realty Capital Securities, LLC (the “Dealer Manager”) has entered into an exclusive dealer manager agreement (the “Dealer Manager Agreement”) which is a part hereof and attached hereto, with Healthcare Trust of America, Inc., a Maryland corporation (the “Company”), under which the Dealer Manager has agreed to use the Dealer Manager’s best efforts to solicit subscriptions for the shares of the Company’s common stock (the “Shares”). The Company is offering to the public an aggregate maximum of up to $2,000,000,000 Shares at a price of $10.00 per Share on a “best efforts” basis (the “Primary Offering”), and up to $200,000,000 Shares issued pursuant to the distribution reinvestment program (“DRP”) at a price of $9.50 per Share, (subject to the right of the Company to reallocated the Shares between the Primary Offering and the DRP) (the “Offering”). Unless otherwise defined, capitalized terms used herein shall have the same meaning as in the Dealer Manager Agreement.

TRILOGY MULTIFAMILY INCOME & GROWTH HOLDINGS I, LLC SOLICITING DEALER AGREEMENT
Soliciting Dealer Agreement • November 13th, 2020 • Trilogy Multifamily Income & Growth Holdings I, LLC • Real estate • Illinois

The undersigned, Arete Wealth Management, LLC, an Illinois limited liability company (the “Managing Broker Dealer”), has entered into an agreement (the “Managing Broker Dealer Agreement”) with Trilogy Multifamily Income & Growth Holdings I, LLC, a Delaware limited liability company (the “Issuer”), for the sale of up to 50,000 Bonds of the Issuer (the “Securities”) for a maximum offering of up to $50,000,000. The Managing Broker Dealer has agreed to use its best efforts to form and manage a group of broker dealers (the “Selling Group Members”) and registered investment advisers (“Registered Investment Advisers”) for the purpose of soliciting offers for the purchase of the Securities. The terms of the Offering are set forth in the Issuer’s offering circular dated {OFFERING CIRCULAR DATE}, as may be supplemented or amended from time to time (the “Offering Circular”). The Securities will be offered during a period commencing on the date of the Offering Circular and continuing until the off

Form of Dealer Manager Agreement] TECHNOLOGY INVESTMENT CAPITAL CORP. Up to 3,500,000 Shares of Common Stock Issuable Upon Exercise of Transferable Rights to Subscribe for Such Shares of Common Stock DEALER MANAGER AGREEMENT
Soliciting Dealer Agreement • December 22nd, 2004 • Technology Investment Capital Corp • New York

Technology Investment Capital Corp., a Maryland corporation (the "Company"), Technology Investment Management, LLC., a Delaware limited liability company (the "Adviser") and the Adviser's managing member BDC Partners, LLC, a Delaware limited liability company, ("BDC Partners") each confirms its agreement with and appointment of UBS Securities LLC to act as dealer manager (the "Dealer Manager") in connection with the issuance by the Company to the holders of record (the "Record Date Holders") at 5:00 p.m. (New York City time) on December 29, 2004 (the "Record Date") or such other date as is established as the record date for such purpose of shares of common stock, par value $.01 per share, of the Company (the "Common Stock"), of transferable rights entitling Record Date Holders, and any transferees of rights thereof (collectively, the "Holders"), to collectively subscribe for up to an aggregate of up to 3,500,000 whole shares (each, a "Share" and, collectively, the "Shares") of Common S

UNITED DEVELOPMENT FUNDING IV FORM OF SOLICITING DEALER AGREEMENT
Soliciting Dealer Agreement • August 24th, 2009 • United Development Funding IV • Real estate investment trusts

Realty Capital Securities, LLC (the “Dealer Manager”) entered into an exclusive dealer manager agreement, dated as of August 24, 2009 (the “Dealer Manager Agreement”), with United Development Funding IV, a Maryland real estate investment trust (the “Trust”), under which the Dealer Manager agreed to use its reasonable best efforts to solicit subscriptions in connection with the public offering (the “Offering”) for its common shares of beneficial interest, $.01 par value per share, of which amount: (i) up to 25,000,000 shares for a purchase price of $20.00 per share (the “Primary Shares”), and (ii) up to 10,000,000 shares for a purchase price of $20.00 per share (the “DRP Shares” and, together with the Primary Shares, the (“Shares”) commencing on the Effective Date (as defined below). Notwithstanding the foregoing, the Trust has reserved the right to reallocate the Shares between Primary Shares and the DRP Shares. Unless otherwise defined herein, capitalized terms used herein shall have

INLAND SECURITIES CORPORATION FORM OF SOLICITING DEALER AGREEMENT INLAND REAL ESTATE INCOME TRUST, INC. INITIAL PUBLIC OFFERING
Soliciting Dealer Agreement • August 2nd, 2012 • Inland Real Estate Income Trust, Inc. • Real estate investment trusts • Illinois
FORM OF INLAND RESIDENTIAL PROPERTIES TRUST, INC. THIRD AMENDED AND RESTATED DEALER MANAGER AGREEMENT
Soliciting Dealer Agreement • December 27th, 2016 • Inland Residential Properties Trust, Inc. • Real estate investment trusts • Illinois
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