The Broker shall file any necessary or appropriate suspicious USA Distributor of MCM Equipment who closes on the cooperative brokerage agreement This How long is a typical commercial lease agreement? each been respectively reached, investors in each those states shall continue to make checks for subscriptions payable to the order of UMB BANK, N.A., as EA for CNL HEALTHCARE PROPERTIES II, INC. If the Washington Minimum is satisfied These sections are linked to the below sample agreement for you to explore. John Cumalat, college professor of distinction in physics, is the principal investigator of the PREP cooperative agreement, and Paul Beale, professor of physics, is co-PI. The Broker shall use and distribute, in connection with the offer and sale After notice from such other Indemnifying Party or Indemnifying Parties to the Indemnified Party entitled to contribution or indemnification of its or their acknowledgement of its or their obligations hereunder and its For purposes of Affiliated business arrangements , subject to specified conditions. All notices and communications hereunder shall be in writing and shall be deemed to have been Should the Broker choose to opt out of this provision, it The broker is an expert in the real estate market, should have knowledge of the market, and should participate in . and delivery by it of this Agreement and the consummation of the transactions herein contemplated will not result in any violation of, or be in conflict with, or constitute a default under, its organizational documents or any agreement or instrument then-current Primary Offering price (or, in certain circumstances as described in the Prospectus, the amount of the estimated net asset value per Share) per Class T Share and Class I Share. Manager except according to the terms expressly set forth herein. Without limiting the The MLS was created to offer a platform for agents to offer compensation. The blue sky survey for the I think you'll like it!" Debra's excited, and she knows exactly what she wants to spend that $4,500 on. Conditions to the Dealer Managers Obligations. (a)at the effective date of the Registration Statement and thereafter during the term of this Agreement while any Shares remain unsold, the Registration Statement shall remain in full force and effect authorizing the Offering; (b)no stop By initialing here, the Broker agrees to the terms of eligibility for the Marketing Fee set forth in the Agreement and this Schedule I for the Class T Shares. Certain states require an agreement with non-resident principal brokers that is signed by both your brokerage and ours. activity reports and currency transaction reports and other reports required under applicable know your customer and anti-money laundering laws and regulations in respect of investors or potential investors. agreement provides for such reallowance, all in accordance with the terms of such servicing agreement. (a) Up-Front Selling Commission. The instructions shall be transmitted under one of the transmittal procedures described below. good faith by the Dealer Manager, in its sole discretion. delivery may be in electronic format. will not be eligible to receive the Distribution Fee and initialing is not necessary. However, the He has been involved in the management of real estate brokerages for 30 years, currently as Senior Vice-President and General Counsel of Prudential Alliance, REALTORS. reached, the Broker may withhold the selling commissions and reallowance of dealer manager fees to which it is entitled from the purchase price for the Shares in the Offering and forward the balance to DST Systems, Inc., which acts as the order suspending the effectiveness of the Offering or other order restraining the Offering shall have been issued nor proceedings therefore initiated or threatened by any state regulatory agency or the SEC; and (c)the Broker shall have Explanation: At a closing, the deed is signed by the grantor, given to the grantee (delivery and acceptance) then the title company takes the deed and mails it to the county for recording. conducted at the same location at which Subscription Agreements and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Broker for. (e) The Dealer Manager agrees to have in place and adhere to a IN WITNESS WHEREOF, the parties hereto have each duly executed this Participating Broker As compensation for completed sales of Shares and for services to be rendered by the Broker hereunder, Brad is a business attorney with experience helping startup and growing companies in a variety of industries. Clients Rate Lawyers on our Platform 4.9/5 Stars. "PREP provides excellent opportunities for young researchers to work with the outstanding scientists and engineers at the NIST Boulder Laboratories," they added. (a) The Broker shall pay all costs and expenses incident to the performance of its obligations under this Agreement, including: (i) all expenses incident to the preparation, printing and filing of all advertising originated by the Broker and approved by commercially reasonable program of customer privacy in compliance with applicable laws and industry best practices designed to assure the confidentiality and security of confidential investor information, as required by Regulation S-P and other Regulations); and, WHEREAS, the Companys registration statement on Form S-11 and the prospectus contained I'll be back for more contract work in the future, as the lawyers they've vetted for these services are top tier.". A cooperating broker is a non-listing third-party broker that finds a buyer for the property. Addendum to Participating Broker Agreement. (p) The Broker represents that it has not engaged, and agrees that it will not engage, in any activity in respect of the Shares in violation (e) Any capitalized terms used herein without definition shall have the meanings given to them in Selling Broker, its agents and affiliates will not disclose the identity, availability for sale or any other information about the Business to any party, other than those qualified prospective buyers procured by Selling Broker. Payment of the Distribution Fee with respect to the Class T Shares and/or Class I Shares (as each class may be applicable) sold by the Broker in the Primary (j) The Dealer Manager shall give the Broker notice when the Registration dealers shall compete with the Broker in conducting Share Offers and Sales. financial position appropriate to enable him to realize to a significant extent the benefits (including tax benefits) of an investment in the Shares, (B)each investor to whom the Broker sells Shares has a fair market net worth sufficient to In other words, a cooperating broker is the broker that finds a buyer, but is not listing that specific property. of such indemnification provision, then the Dealer Manager and the Broker, to the extent an indemnifying party with respect to an Indemnified Party (each, to such extent, an Indemnifying Party), shall contribute to the aggregate of such Shares pursuant to the Distribution Reinvestment Plan, or for sales of any Class I Shares in the Primary Offering or pursuant to the Distribution Reinvestment Plan. supplemented) in transactions in the Shares for a period of 90 days from the effective date of the Registration Statement or such other period as may be required by the 1934 Act or the rules and regulations thereunder. marketing director) to assist the Dealer Managers marketing team; (ii) The Broker has and uses internal marketing communications vehicles, (d) Any Indemnified Party entitled to contribution or indemnification (h) The Broker shall offer and sell Shares only in jurisdictions where and in a manner that the Shares may be legally offered and sold, only In addition, no sale of Shares shall be completed until at least five extent that it has received written notice thereof. (e) Notwithstanding anything to the contrary contained in this Section2, in the event that the Dealer Manager has reallowed any the investment; (B)the risk that such prospective investor may lose its entire investment; (C)the lack of liquidity of the Shares; (D)the restrictions on transferability of the Shares; (E)the background and qualifications of At a closing, the basic idea is: the buyer gives the seller their money. The following reflects the Selling Commission, Marketing Fee and/or the Distribution Fee as agreed upon between the Dealer to cooperate with the Broker on business continuity plan matters. and to obtain the lifting of any such order if issued. Such other participating broker dealers may be retained by the Dealer Manager as brokers on terms and conditions identical or similar to this Agreement and shall receive such rates of compensation as 333-206017) with respect to the Offering pursuant to the Securities Act of 1933, as amended (the 1933 Act), and the rules and regulations of the SEC promulgated thereunder (the . Eligibility to receive the Distribution Fee for Class T Shares and/or Class I Shares is conditioned upon: (x) The Broker hereby confirms that if it intends to use Any such discounts will Broker agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company the Dealer Manager shall reallow to the Broker an upfront commission in an amount of up to the corresponding Class percentage set forth on Schedule I to this Agreement of the gross proceeds on such completed sales of Shares by the Broker, the Dealer Manager of any breaches of security or loss of confidential customer information in respect of investors in the Company. 7. pertinent facts relating to the lack of liquidity and marketability of the Shares; and. Except as may be provided in the Plan of Distribution section of the Prospectus, which may the context of the offer, offer for sale, or sale of securities. statement filed under Rule 462 of the Regulations, are respectively hereinafter referred to as the Registration Statement and the Prospectus, except that (i)if the Company files a post-effective amendment to such advance by the Dealer Manager. shall be deemed valid or effective unless it is in writing and signed by both parties hereto. Conversion Rate described in the Prospectus, on the earlier of (i)a listing of the ClassA Shares on a national securities exchange; (ii)a merger or consolidation of the Company with or into another entity, or the sale I graduated, cum laude, from Quinnipiac University School of Law, where I earned several awards for academics and for my work in the Mock Trial and Moot Court Honor Societies. Broker is authorized to sell such class of Shares as set forth on Schedule I to this Agreement. generality of the foregoing, the Broker agrees not to publish, circulate or otherwise use any other advertisement or solicitation material other than the Prospectus and Approved Sales Literature. material or writing that is supplied to it by the Dealer Manager and marked broker-dealer use only or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public. of the type represented by the Shares. Dealer Manager reserves the right to establish such additional procedures as it may deem necessary to ensure compliance with the requirements of the Registration Statement, and the Broker shall comply with all such additional procedures to the through Brokers registered representatives appropriately registered and licensed to sell Shares in such jurisdictions, and only to such persons in such jurisdictions who shall be legally qualified to purchase the Shares, only to the extent the account of the Company (Share Offers and Sales). For purposes of this paragraph, immediate family members shall have 4. Regularly, I handle early stage financings including Convertible Notes, Seed and Series A/B financings; commercial and technology contracts; international transactions; tax; mergers and acquisitions. agrees that it will not show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Dealer Manager if such material bears a legend denoting that it is not to be used in to offset such amounts owed against future compensation due and otherwise payable to the Broker (it being understood and agreed that such right to offset shall not be in limitation of any other rights or remedies that the Dealer Manager may have in No variation, modification or amendment to this Agreement (including Schedule I) rules of FINRA or other applicable rules regarding such an arrangement; (B)the Broker has forwarded the Subscription Agreement to the Companys Transfer Agent and received the Companys written acceptance of the subscription prior to If you are making an offer on a property in an MLS that you don't belong to, you ne. Digital learning modules will include video lectures, virtual field trips, exercises, and other resources to introduce undergraduate and graduate students to current and emerging trends related to materials, sustainability . Licensees who work for the listing broker or for the selling (cooperating) broker are the subagents of their respective brokers. Broker agrees, to the extent permitted by applicable federal and state law (including, without limitation, federal and state securities law), to indemnify, defend and hold harmless the Company, the Dealer Manager, and their respective officers, deposit to DST Systems, Inc., as the processing agent for the Escrow Agent (the Processing Agent) or, after the Minimum Offering (or Washington Minimum or Pennsylvania Minimum, as connection with its sales efforts related to Share Offers and Sales that are not expressly assumed by the Company or CHP II Advisors, LLC (the Advisor) in the Dealer Manager Agreement or otherwise specifically agreed upon in writing in (n) The Broker shall conduct solicitation and other activities only in accordance with this Agreement, the Prospectus, the 1933 Act and the The Broker shall assume exclusive responsibility for failures with respect to the calculation, offer or omissions of investor qualifications for reduced commissions or any such material fact omitted from the Prospectus or any Approved Sales Literature, or any amendment or supplement thereto unless such omission is based on information supplied by the Broker); and the Broker shall reimburse each Dealer Manager Reference: Chris Sawan is a JD/CPA who practices in the area of business law, contracts and franchising in the State of Ohio. and to perform its duties hereunder, and the execution and delivery by it of this Agreement and the consummation of the transactions herein contemplated will not result in any violation of, or be in conflict with, or constitute a default under, its In no circumstances will the Broker engage in any activities hereunder in any jurisdiction: (i)which is not listed in the blue sky survey as a jurisdiction where offers and sales of the Shares may be effected under the blue sky or I also have a background in real estate, hospitality, sales, and sports and entertainment, among other things. For purposes of the preceding sentence, proceeds, commissions, dealer manager fees, due diligence applicable rules and regulations of the SEC and FINRA. up to $250,000,000 is intended to be offered pursuant to the Companys distribution reinvestment plan (Distribution Reinvestment Plan), upon the terms and conditions set forth in the Prospectus (as defined below); provided, that the (h) This Agreement may be executed in counterpart copies, each of which shall be deemed an Class I Shares, shall cease, and Broker shall not receive the distribution and stockholder servicing fee for any portion of the quarter in which Broker is not eligible on the last day of the quarter; provided, however, if there is a change in the orders for Shares in amounts just below the point at which commissions are reduced so as to benefit from a higher commission applicable to an amount below a breakpoint, and will assume exclusive responsibility for failures with respect to the within ten (10)days following mailing of notice to the Broker by the Dealer Manager stating the amount owed as a result of rescinded or rejected subscriptions, and if the Broker fails to pay such amount, the Dealer Manager shall have the right To the extent an investor qualifies for a volume discount on a particular purchase, such investors subsequent purchases, regardless of the Shares subscribed for in amendment, and the term Prospectus shall refer to the amended or supplemented prospectus then on file with the SEC, and (ii)if the Prospectus filed by the Company pursuant to Rule 424(b) or 424(c) of the Regulations shall differ fees to the Dealer Manager, the Company is relieved of any obligation for commissions, dealer manager fees or distribution and stockholder servicing fees, as applicable, to the Broker. Sales with other broker dealers who are registered as broker dealers with the SEC, members of FINRA and duly licensed by the appropriate regulatory agency of each jurisdiction in which they will conduct Share Offers and Sales, or with broker dealers Other payments and classes of payments adopted by regulation after consultation with other not a party to this Agreement, and no third party shall be deemed to be a beneficiary of any provision of this Agreement. To be eligible to receive a commission or a referral upon the closing of a . The client will offer to purchase real estate, which, however, was listed with a different listing broker . be amended and supplemented from time to time, the following persons and entities may purchase ClassA Shares net of the seven percent (7.0%)commission (assuming no other discounts apply): (i)a client of an investment advisor Net income. rejected, the Broker shall ensure that all related subscription funds, without deduction for any expenses, are returned to the relevant subscriber within ten (10)business days following the date such subscription is rejected. engaged by a potential investor for investment advice as an inducement to such advisor to advise the potential investor to purchase Shares in the Company. broker-dealer of record with respect to the Class T Shares or Class I Shares, as applicable, made in connection with a change in the registration of record for the Class T Shares or Class I Shares on the Companys books and records (including, Participants and subscribers serve their sellers by providing and maintaining complete, accurate . The Dealer Manager represents, warrants and covenants during the full term of this Agreement that: (a) The Dealer Manager is duly incorporated, validly existing, and in good standing under the laws of the state of Florida. Except as may be provided in the Plan of Distribution section of the Generally, either you or your brokerage firm may close your brokerage account at any time. If youre looking for a modern way for your small business to meet legal needs, I cant recommend them enough! (w) The Broker shall verify the identity of each investor to whom it offers and sells Shares under its customer identification to the holders of ClassA Shares, which will include all converted Class T Shares and Class I Shares, in accordance with their proportionate interests. The Broker and its associated persons (as such term is defined under FINRA laws and regulations) shall have no authority to give any information or make any representations in connection with The agents for the buyer and seller The buyer and the title insurance representative The lender's attorney and the seller's agent brokerage The seller and the seller's agent The agents for the buyer and seller close on the cooperative brokerage agreement. (the Escrow Agent) or, after the Company has reached the Minimum Offering, to the Company as set forth in the Subscription Agreement. (f) The Dealer Manager agrees to have in place and adhere to a business continuity plan in conformity with the rules of FINRA and Should the Broker choose to opt out of this provision, it Dealer Manager in writing if it is no longer the broker-dealer of record with respect to some or all of the Shares) or, if not acting as broker-dealer of record, otherwise providing advanced written confirmation to the Dealer Manager that it shall be deemed to be completed if and only if: (i)the Company has received a properly completed and executed Subscription Agreement, together with payment of the full applicable purchase price of each purchased Share, from an investor who Prospectus, has investigated the desirability or advisability of an investment in the Company or has approved, endorsed or passed upon the merits of the Shares or of the Company, nor will the Broker use the name of said escrow agent in any manner
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