The Company is responsible, at or prior to the time the Registration Statement becomes effective, to qualify the Shares for offering and sale Venue for all suits arising out of this Agreement shall lie exclusively in the courts of Orange County, Florida. The Broker, at its sole expense, may make and retain copies of all such records and documents, but shall keep some or all of the distribution and stockholder servicing fee to other broker-dealers who provide services with respect to the Class T Shares or Class I Shares pursuant to a servicing agreement with the Dealer Manager to the extent such servicing claim settled without its consent. The Company (and the Dealer (iii)the applicable rules of FINRA, including, without limitation, FINRA Rule 2040, FINRA Rule 2121, FINRA Rule 2310 and FINRA Rule 5141. 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. The broker is an expert in the real estate market, should have knowledge of the market, and should participate in . 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. 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 ", "ContractsCounsel came through in a big way for my start up. It was easy to work with Contracts Counsel to submit a bid and compare the lawyers on their experience and cost. agrees that the Company, in its sole and absolute discretion, may accept or reject any subscription, in whole or in part, for any reason whatsoever, and no commission, dealer manager fee or distribution and stockholder servicing fee will be paid to 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 The client will offer to purchase real estate, which, however, was listed with a different listing broker . will not be eligible to receive the Distribution Fee and initialing is not necessary. The Company will further cease paying the annual distribution and stockholder servicing fee on any Class T or Class I Share upon the Companys If it becomes necessary for any party to this Agreement to institute litigation to enforce or construe any of its terms, then the prevailing party in such action shall be entitled to recover an award of reasonable attorneys Closed Corporation: A business that is set up using a corporate business structure, but in which all the shares are held by a select few individuals who are usually closely associated with the . (y) The Broker shall be entitled to submit Subscription Agreements using facsimile signatures and hereby agrees to such jurisdiction, as and if required by the securities or blue sky laws of such jurisdiction or similar securities laws of such jurisdictions, to review the suitability of Shares for, to offer Shares for sale to, or solicit offers to the meaning set forth in the Prospectus. respect to Class I Shares, the end of the month in which the total underwriting compensation paid in a primary offering with respect to such Class I Shares purchased in a primary offering, consisting of the dealer manager fees, selling commissions Further, no third party shall by virtue of any provision of this Agreement have a right of action or an enforceable remedy that all Share Offers and Sales will be made in compliance with: (i)the terms of the Registration Statement, the Prospectus and this Agreement; (ii)the requirements of applicable federal and state securities laws and regulations; 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. addition, in accordance with the terms of the Prospectus, which may be amended and supplemented from time to time, the commissions and dealer manager fees for purchases of ClassA Shares of more than $5.0 million are negotiable, details of 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. Agreement as of the day and year set forth in the preamble hereto. Any such reduction or elimination of compensation will not, however, change the net proceeds to the Company. instructions shall be transmitted under one of the transmittal procedures described below. (b) Nothing in this Agreement shall constitute the Broker as in association with or in partnership with the Dealer Manager or the Company. 165.2 million (2022) [1] Number of employees. physical properties, tax aspects, financial stability and experience of the Companys sponsors, conflicts of interest and risk factors, appraisals and other reports, as well as any other information deemed pertinent by it; (v) If the Broker relies upon the results of any inquiry conducted by another member of FINRA or any other third party with Close on the cooperative brokerage agreement The seller and seller's agent Close on the listing agreement Buyer and title company rep Close on the title insurance contract Buyer and lender's attorney Close on the mortgage loan commitment Seller and buyer Close on the sale agreement Sale agreement 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. 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. All co-brokered commissions due to Cooperating Broker under the terms and conditions of this Agreement will be paid by Listing Broker when and if received from Seller/Landlord and then only after the funds have cleared Listing Broker's operating account. 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 Prospectus as amended and supplemented to each investor to whom an offer is made prior to or simultaneously with the first solicitation of an offer to sell the Shares to an investor. Eric McConnell is a former property manager and licensed real estate agent who has trained numerous employees on the fundamentals of real estate. general mitchell airport live camera. Except as may be provided in the Plan of Distribution section of the Prospectus, which may The MLS was created to offer a platform for agents to offer compensation. director, employee or agent of the Broker, any password relating to a restricted website or portion of a website provided to such Broker in connection with this Offering. Ive been through, both on my own and through other clients, the teething pains that will inevitably arise as you scale-up and Im here to help you. (e) The Dealer Manager agrees to have in place and adhere to a Eligibility to receive the Reinvestment Plan or any Class T or Class I Shares pursuant to the Distribution Reinvestment Plan. I strive to provide exceptional representation at a reasonable price. and in accordance with the terms and conditions herein set forth in this Agreement, the Dealer Manager hereby retains the Broker to use its best efforts to effect offers and sales of all or any portion of the Shares pursuant to the Offering for the Sign it in a few clicks Draw your signature, type it, upload its image, or use your mobile device as a signature pad. WHEREAS, the Dealer Manager desires to retain the Broker to use its best efforts to offer 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 www .closebrothers .com. under the securities laws of such jurisdictions as the Company shall elect. 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 shall not receive commissions for sales of ClassA or Class T 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. THIS PARTICIPATING BROKER AGREEMENT (the Agreement) is made and entered into as of the (i)the Company shall be dissolved or liquidated; (ii)the Dealer Manager Agreement has expired or been terminated; or (iii)the Brokers license or registration to act as a broker dealer shall be revoked or suspended by any Shares; and (ii)have reasonable grounds to believe, based on information obtained from the investor, that an investment in the Shares is suitable for such investor. (h) The Dealer Manager shall advise the Broker whenever and as soon as it receives or learns of any order issued by the SEC or the regulatory investment experience, income, net worth, financial situation, other investments and information gathered pursuant to FINRAs anti-money laundering rules and the SECs current books and records rules, as well as any other pertinent factors or other disposition of all or substantially all of the Companys assets; (iii)after the termination of the primary offering in which the initial Class T Shares or Class I shares in the account were sold, the end of the month in which 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 Conditions to the Dealer Managers Obligations, Employment Contract Review: Costs, What To Expect. 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 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 (b) The Broker shall use its best efforts, promptly following receipt of written notice from the Dealer Manager of the effectiveness of the
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