shall be deemed valid or effective unless it is in writing and signed by both parties hereto. (q) So long as the Shares have not been listed on a national dissolution, liquidation or the winding up of the Companys affairs, or a merger or other extraordinary transaction in which the Company is a party and, with respect to Class T Shares, in which the Class T Shares as a class are exchanged for available to a person hereunder (collectively, the Indemnified Parties and individually, an Indemnified Party), but is held to be unavailable by a court of competent jurisdiction for any reason other than because of the terms Broker acknowledges that, if the Company pays commissions, dealer manager fees or distribution and stockholder servicing from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term Prospectus shall refer to such prospectus filed pursuant to Rule A sale of a Share 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. the Advisor to the Company and its affiliates; and (F)the need for such prospective investor to consult with its own advisers regarding any tax consequences to such prospective investor of an investment in the Shares. Conditions to the Dealer Managers Obligations. (iv)Participating Brokers and their directors, officers or employees (and the immediate family members of any of the foregoing persons). 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 The Broker, at its sole expense, may make and retain copies of all such records and documents, but shall keep Section. appropriate regulatory agency of each jurisdiction in which it will offer and sell the Shares as a securities broker-dealer qualified to offer and sell to members of the public securities of the type represented by the Shares; and, WHEREAS, the offer and sale of the Shares shall be made pursuant to the terms and conditions of this Agreement, the Registration satisfies the applicable suitability standards and minimum purchase requirements set forth in the Prospectus, as amended and supplemented (the Investor Standards and Requirements) as determined by the Broker in accordance with the I now focus on start-ups and early/medium stage technology companies to enable a sound legal foundation for your successful business operations. At a closing, the basic idea is: the buyer gives the seller their money. therein, as finally amended or supplemented on the date the registration statement is declared effective by the SEC (including financial statements, exhibits and all other documents related thereto filed as a part thereof) and any registration other obligation it or they may have hereunder or otherwise, unless the Indemnifying Party has been materially prejudiced in its ability to defend the action as a result of such delay. delivery may be in electronic format. Schedule I of gross proceeds of completed sales of ClassA Shares or Class T Shares in the Primary Offering by such Broker as a marketing fee if such Broker has executed the addendum to this Agreement, attached as Schedule I to Addendum to Participating Broker Agreement. within the time provided for in the Prospectus, investments from Washington investors will be released from escrow and if the Pennsylvania Minimum is satisfied within the time provided for in the Prospectus, investments from Pennsylvania investors www .closebrothers .com. following paragraphs of this Section2. indemnification or contribution in connection with the defense thereof, other than the reasonable costs of investigation. (c) This Agreement embodies the entire understanding between the Final Review Office). I've seen a lot, and because I run my own business, I understand the concerns that keep you up at night. The Broker shall not receive and to obtain the lifting of any such order if issued. broker-dealer with the SEC; (b)a member in good standing of the Financial Industry Regulatory Authority, Inc. (FINRA); and (c)licensed or registered with the authorities administering the securities laws in all fifty day of , (f) After the Minimum Offering (or Washington Minimum or Pennsylvania Minimum, as applicable) has been (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 other person shall give, any information or make any representations (written or oral) in connection with this Agreement or the Offering of the Shares other than those contained in the Prospectus and Approved Sales Literature. Chris Sawan is a JD/CPA who practices in the area of business law, contracts and franchising in the State of Ohio. Companys transfer agent (the Transfer Agent) if it represents to the Dealer Manager that: (i)the Broker is legally permitted to do so; and (ii)(A)the Broker meets all applicable net capital requirements under the The Close Brothers Group plc is a UK merchant banking group which provides lending, takes deposits, manages wealth and trades in securities. (h) In accordance with the volume discounts schedule set forth in the 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 advance by the Dealer Manager. Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (m) The Broker agrees to applicable) has been achieved, to the Company or its agent. to the holders of ClassA Shares, which will include all converted Class T Shares and Class I Shares, in accordance with their proportionate interests. Further except as may be provided in the Plan of Distribution section of the Prospectus, which may The client will offer to purchase real estate, which, however, was listed with a different listing broker . 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 Offering will terminate, and those Class T Shares and/or Class I Shares (as applicable) will convert into a number of ClassA Shares determined by multiplying each Class T Share or Class I Share to be converted by the applicable (g) Except as may be provided in the Plan of Distribution section of the Prospectus, and the other party hereto, will be the Dealer Managers legal, valid and binding agreement, enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by: (i)bankruptcy, fraudulent 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 If the Company liquidates (voluntarily or otherwise), dissolves or winds up its affairs, then, immediately before 7. cash or other securities, or, with respect to Class I Shares, in which the Class I Shares as a class are exchanged for cash or other securities. Instead, this Agreement shall only authorize the Broker to sell the Shares according to the terms as expressly set forth herein; provided, further, that the Broker shall not in any event have any authority to act as the agent or broker of the Dealer The Listing Agreement should expressly state that the seller will be in charge of the overall negotiation process, with the broker only participating in the phases of the negotiation and providing the services previously discussed. Listing Input, Maintenance and Common Rules Questions. Should the Broker choose to opt out of this provision, it Brokers may split the commission evenly or other arrangements may be made if the listing broker had invested a great amount of time and effort into marketing the property. deemed by the Broker to be relevant. 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. These sections are linked to the below sample agreement for you to explore. However, the cooperating broker finds a buyer for the listed property. 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 Broker shall not receive commissions for sales of ClassA or Class T or the Dealer Manager bearing a legend that states that such material may not be used in connection with the offer or sale of any securities of the Company. Conditions of the Brokers Obligations. the Prospectus. 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 My main focus in my legal career has been contract drafting, review, and negotiation. 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. 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. By initialing here, the Broker agrees to the terms of eligibility for the Distribution Fee set forth in the Agreement and this Schedule I for the Class I Shares. which has heretofore entered into a dealer manager agreement (the Dealer Manager Agreement) with the Company pursuant to which it has been designated the Dealer Manager, on a best-efforts basis, to offer and sell and manage the offer and Regardless of the termination of this Agreement, Broker will deliver a Prospectus (as amended and 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. Affiliated business arrangements , subject to specified conditions. (b) The Broker shall use its best efforts, promptly following receipt of written notice from the Dealer Manager of the effectiveness of the Please review our Privacy Statement and Terms of Use for additional information. He has successfully obtained results for clients in breach of contract, securities fraud, common-law fraud, negligence, and commercial lease litigation matters. (a) This Agreement shall become effective as of the date set forth in the preamble to this Agreement. (g) The Company shall be a third party beneficiary of Section9(a) A cooperating broker is a non-listing third-party broker that finds a buyer for the property. (e) Where, pursuant to the Brokers internal supervisory procedures, I was awarded The Catherine Hicks Award for outstanding work in FTT as voted on by the faculty. No variation, modification or amendment to this Agreement (including Schedule I) A cooperating broker is a broker who is not the listing broker. IN WITNESS WHEREOF, the parties hereto have each duly executed this Participating Broker "ContractsCounsel puts on-demand legal services in the cloud. To be eligible to receive a commission or a referral upon the closing of a . Securely pay to start working with the lawyer you select. Notwithstanding the foregoing, unless and until the Washington Minimum or the Pennsylvania Minimum (as each are defined in the Managing Dealer Agreement) have good faith by the Dealer Manager, in its sole discretion. I also have a background in real estate, hospitality, sales, and sports and entertainment, among other things. Likewise, if a portion of the Class T Shares in a stockholders account is sold or otherwise transferred in a secondary transaction, the total underwriting In other words, a cooperating broker is the broker that finds a buyer, but is not listing that specific property. I help with all legal matters related to growth that keep founders up at night - hiring people, allocating equity, dealing with shareholders and investors, client negotiations and early litigation counseling (before you need a litigator). 5. The Broker shall not accept subscriptions from any person, entity or organization in a blocked jurisdiction. 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. Typically, the cooperating broker represents the seller and is responsible for finding a buyer. 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 MLS was created to offer a platform for agents to offer compensation. However, the cooperating broker finds a buyer for the listed property. A broker who brings the buyer to the listing agent is a subagent of the listing broker. If the blue sky survey for the Company is not enclosed herewith, it will be made available to the Broker at a A payment to any person of a bona fide salary or compensation or other payment for goods or facilities actually furnished or for services actually performed; A payment pursuant to cooperative brokerage and referral arrangements or agreements between real estate agents and real estate brokers. Paid on Shares of the applicable Class sold by Broker, excluding Shares sold pursuant to the Distribution Reinvestment Plan, as provided in this Agreement and in the Prospectus.
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