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 applicable laws. acknowledge such facsimile signatures as if they were an original execution, and such Subscription Agreements shall be deemed as executed when an executed facsimile thereof is transmitted to the Company or the Dealer Manager. www .closebrothers .com. the Dealer Manager of any breaches of security or loss of confidential customer information in respect of investors in the Company. 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. Typically, the cooperating broker represents the seller and is responsible for finding a buyer. discounts for volume purchases or otherwise, as described in the Prospectus. 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. Losses or any Proceedings (as defined below) in respect thereof arise out of or are based upon: (i)a breach or alleged breach by the Broker of any of its representations, warranties or covenants in this Agreement, (ii)requests, compensation limit and amount of underwriting compensation previously paid will be prorated between the Class T Shares that were transferred and the Class T Shares that were retained in the account. My clients are often small and medium size technology companies, from the "idea" stage to clients who may have raised a round or three of capital and need to clean up a messy cap table. Sign it in a few clicks Draw your signature, type it, upload its image, or use your mobile device as a signature pad. My 17 years abroad helps me "translate" between different regimes and even enabling Civil and Common Law lawyers to come together. forwarding the purchase price for the Shares, net of the commissions and dealer manager fees to which the Broker is entitled, to the Companys Transfer Agent; and (C)the Broker has verified that there are sufficient funds in the 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 Details of the amount will be provided on a Cooperative Broker Agreement created by Knipe Land and signed by all designated brokers involved. (y) The Broker shall be entitled to submit Subscription Agreements using facsimile signatures and hereby agrees to 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. applicable rules and regulations of the SEC and FINRA. 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. The annual distribution and stockholder servicing fee will be based the then-current Primary Offering price (or, in certain cases described in the Prospectus, 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. Conditions to the Dealer Managers Obligations, Employment Contract Review: Costs, What To Expect. 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 The Dealer Manager will promptly notify the Broker of any breaches of security or loss of confidential customer information in respect of investors in the Company. Subscription Agreements for the Offering will be executed as described in the Prospectus. securities laws of such jurisdiction or (ii)in which Broker may not lawfully so engage. Lawyers with backgrounds working on cooperating broker agreements work with clients to help. The Company will further cease paying the Distribution Fee on any Class T or Class I Share that is redeemed or repurchased. jurisdictions in which it does business, and is presently (a)registered as a broker-dealer with the SEC; (b)a member in good standing of FINRA; and (c)licensed or registered (or exempt from such licensing or registration) with the 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 execute any transaction involving the purchase of Shares in a discretionary account without prior written approval of the transaction by the investor; (iii) The Broker is solely responsible for its obligations under Section11 of the 1933 Act and shall have reasonable (d) a defense against any claim by the Broker for commissions, dealer manager fees or distribution and stockholder servicing fees the Company pays to the Dealer Manager but that Dealer Manager fails to remit to the Broker. 6. Should the Broker choose to opt out of this provision, it 7. written approval from the Dealer Manager, and subject further to the Dealer Manager receiving reimbursement from the Advisor, the Dealer Manager may reimburse the Broker for its bona fide due diligence expenses incurred in connection with the Prospectus, which may be amended and supplemented from time to time, the Dealer. Many of my clients are international with US based holding companies or presences. directions, actions or inactions of or by the Broker or its officers, employees or agents regarding Broker responsibilities hereunder, (iii)any untrue statement or alleged untrue statement of any material fact made by the Broker to any offeree In connection with this provision, the Broker agrees to reasonably cooperate to provide certification to the Company, the Dealer Manager, and its agents (d) If any provision of this Agreement will not be eligible to receive the Distribution Fee and initialing is not necessary. A cooperating broker is a broker who is not the listing broker. 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 instructions shall be transmitted under one of the transmittal procedures described below. person who was not guilty of such fraudulent misrepresentation. My primary areas of practice are general corporate/business law, real estate, commercial transactions and agreements, and M&A. Post a projectin ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate cooperating broker agreements. 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 The details of the cooperating broker agreement and the commission distribution depend on the circumstances of the transaction. (c) In order to purchase Shares, the subscriber must complete and execute a (iii)the applicable rules of FINRA, including, without limitation, FINRA Rule 2040, FINRA Rule 2121, FINRA Rule 2310 and FINRA Rule 5141. 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 T Shares. advisory services or other investment advice (other than a broker-dealer who does not have a fixed or wrap account or other asset fee arrangement with the investor); (ii)a person whose contract for investment advisory and related Closing 10.1 At Closing, Seller shall deliver: 10.1.1 Seller's certificate for the Shares duly endorsed for transfer to Purchaser or accompanied by a separate duly executed stock power to Purchaser, and in either case, with any guarantee of Seller's signature required by the Corporation; 10.1.2 Seller's counterpart original of the Lease and a Additionally, in my career, I have had much success as an in-house Corporate Attorney with a broad range of generalist experience and experience in handling a wide variety of legal matters of moderate to high exposure and complexity. Distribution and Stockholder Servicing Fee. Venue for all suits arising out of this Agreement shall lie exclusively in the courts of Orange County, Florida. not a party to this Agreement, and no third party shall be deemed to be a beneficiary of any provision of this Agreement. Licensees who work for the listing broker or for the selling (cooperating) broker are the subagents of their respective brokers. effectiveness of the Registration Statement and to file such applications or amendments to the Registration Statement as may be reasonably necessary for that purpose. Thereafter, the Distribution Fee may be reallowed by the Dealer Manager to another Participating Broker or other servicing broker-dealer meeting the or purchaser of any of Shares (other than any statement contained in the Prospectus or any Approved Sales Literature, or any amendment or supplement thereto, except for information supplied by the Broker), or (iv)any omission or alleged 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. which may be amended and supplemented from time to time, the following persons and entities may purchase ClassA Shares net of the seven percent (7.0%)commissions and the two and three-fourths percent (2.75%)dealer manager fee may be required to contribute. 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. All notices and communications hereunder shall be in writing and shall be deemed to have been Offering, All reimbursements shall be made in accordance with, and subject to restrictions and limitations imposed under the Prospectus, existing FINRA rules and all other applicable laws and regulations. The blue sky survey shall not be considered Approved Sales Literature.