Common use of Not a Separate Entity Clause in Contracts

Not a Separate Entity. Nothing contained herein shall constitute the Dealer Manager and Participating Brokers, or any of them, as an association, partnership, unincorporated business or other separate entity. Please confirm your agreement to become Dealer Manager under the terms and conditions herein set forth by signing and returning the enclosed duplicate copy of this Agreement at once to the Company at the address specified in Section 11 above. Very truly yours, CORNERSTONE CORE PROPERTIES REIT, INC., a Maryland corporation By: Txxxx X. Xxxxxxx, President AGREED AND ACCEPTED: PACIFIC CORNERSTONE CAPITAL, INC., a California corporation By: Txxxx X. Xxxxxxx, President Dated: , 2009 TO DEALER MANAGER AGREEMENT CORNERSTONE CORE PROPERTIES REIT, INC. FORM OF PARTICIPATING BROKER AGREEMENT Up to 77,500,000 Shares of Common Stock Ladies and Gentlemen: Cornerstone Core Properties REIT, Inc., a Maryland corporation (the “Company”), is registering for public sale a maximum of 77,500,000 shares of its common stock, $0.001 par value per share, (the “Shares”), to be issued and sold for an aggregate maximum purchase price of $611,500,000 (56,250,000 Shares to be offered to the public in a primary offering and 21,250,000 Shares to be offered pursuant to the Company’s distribution reinvestment plan (“DRP”)). The Shares are to be sold to selected persons or entities acceptable to the Company, upon the terms and subject to the conditions set forth in the enclosed Prospectus. Pacific Cornerstone Capital, Incorporated, a California corporation (the “Dealer Manager”), has entered into a dealer manager agreement (“Dealer Manager Agreement”) with the Company pursuant to which it has agreed to act as dealer manager in connection with the offer and sale of the Shares. The Dealer Manager has agreed to use commercially reasonable efforts to find purchasers of Shares both directly and indirectly through a selling group consisting of participating brokers (“Participating Brokers”). The Dealer Manager hereby invites you to become a Participating Broker in connection with the offer and sale of the Shares. By your acceptance hereof, you agree to act in such capacity and to use your best efforts to find purchasers for the Shares in accordance with the terms of the Prospectus and this Agreement. Accompanying this Agreement is a copy of the Prospectus. We may also provide you with written, audio or audio-visual material, including an investment sxxxxxx, xxxxx tape, video tape and internet site prepared by the Company for use in conjunction with the offer and sale of the Shares (“Supplemental Material”). You are not authorized to use any solicitation material other than the Prospectus and Supplemental Material referred to in this paragraph, which material has been furnished by the Company. Except as described in the Prospectus or in Section 3(c) hereof, the Shares are to be sold for a per Share cash price as follows: Primary Offering DRP Offering Regular Commission $ 8.00 $ 7.60 Deferred Commission Option* $ 7.52 $ 7.60 * For a period of six years following the date of purchase, an additional $0.10 per share will be deducted annually from cash distributions otherwise payable to the purchaser and will be used to pay deferred commissions.

Appears in 1 contract

Samples: Dealer Manager Agreement (Cornerstone Core Properties REIT, Inc.)

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Not a Separate Entity. Nothing contained herein shall constitute you and/or the Dealer Manager and Participating Brokers, Soliciting Dealers or any of them, as them an association, partnership, limited liability company, unincorporated business or other separate entity. Please confirm If the foregoing is in accordance with your understanding of our agreement, kindly sign and return it to us, whereupon this instrument will become a binding agreement to become Dealer Manager under the terms between you and conditions herein set forth by signing and returning the enclosed duplicate copy of this Agreement at once to the Company at the address specified in Section 11 aboveaccordance with its terms. Very truly yoursInland Western Retail Real Estate Trust, CORNERSTONE CORE PROPERTIES REIT, INC.Inc., a Maryland corporation By: Txxxx X. Xxxxxxx, President AGREED AND ACCEPTEDTitle: PACIFIC CORNERSTONE CAPITAL, INC., a California corporation Chairman Accepted as of the date first above written: Inland Securities Corporation By: Txxxx X. Xxxxxxx, Title: President Dated: , 2009 EXHIBIT A TO DEALER MANAGER AGREEMENT CORNERSTONE CORE PROPERTIES REITINLAND WESTERN RETAIL REAL ESTATE TRUST, INC. FORM OF PARTICIPATING BROKER SOLICITING DEALERS AGREEMENT Up to 77,500,000 Shares of Common Stock Ladies and Gentlemen: Cornerstone Core Properties REITWe have entered into an agreement (the “Dealer Manager Agreement”) which is a part hereof and attached hereto, with Inland Western Retail Real Estate Trust, Inc., a Maryland corporation (the “Company”), is registering under which we have agreed to use our best efforts to solicit subscriptions for public sale a maximum of 77,500,000 the shares of its common stock, $0.001 par value per share, stock (the “Shares”), ) in the Company. The Company is offering to be issued and sold for the public an aggregate maximum purchase of up to 250,000,000 Shares at a price of $611,500,000 (56,250,000 10.00 per Share on a “best efforts” basis and up to 20,000,000 Shares to be offered to the public in a primary offering and 21,250,000 Shares to be offered issued pursuant to the Company’s distribution reinvestment plan (“DRP”)). The Shares are to be sold to selected persons or entities acceptable to the Company, upon the terms and subject to the conditions set forth in the enclosed Prospectus. Pacific Cornerstone Capital, Incorporated, program at a California corporation price of $9.50 per Share (the “Dealer ManagerOffering”), has entered into a dealer manager agreement (“. In connection with the performance of our obligations under Section 2 of the Dealer Manager Agreement, we are authorized to retain the services of securities dealers who are members of the National Association of Securities Dealers, Inc. (the “Soliciting Dealers”) with the Company pursuant to which it has agreed to act as dealer manager in connection with the offer and sale of the Sharessolicit subscriptions. The Dealer Manager has agreed to use commercially reasonable efforts to find purchasers of Shares both directly and indirectly through a selling group consisting of participating brokers (“Participating Brokers”). The Dealer Manager You are hereby invites you invited to become a Participating Broker in connection with the offer and sale of the Shares. By your acceptance hereofSoliciting Dealer and, you agree to act in such capacity and as such, to use your best efforts to find purchasers solicit subscribers for the Shares Shares, in accordance with the following terms of the Prospectus and this Agreement. Accompanying this Agreement is a copy of the Prospectus. We may also provide you with written, audio or audio-visual material, including an investment sxxxxxx, xxxxx tape, video tape and internet site prepared by the Company for use in conjunction with the offer and sale of the Shares (“Supplemental Material”). You are not authorized to use any solicitation material other than the Prospectus and Supplemental Material referred to in this paragraph, which material has been furnished by the Company. Except as described in the Prospectus or in Section 3(c) hereof, the Shares are to be sold for a per Share cash price as follows: Primary Offering DRP Offering Regular Commission $ 8.00 $ 7.60 Deferred Commission Option* $ 7.52 $ 7.60 * For a period of six years following the date of purchase, an additional $0.10 per share will be deducted annually from cash distributions otherwise payable to the purchaser and will be used to pay deferred commissions.conditions:

Appears in 1 contract

Samples: Inland Western Retail (Inland Western Retail Real Estate Trust Inc)

Not a Separate Entity. Nothing contained herein shall constitute you and/or the Dealer Manager and Participating Brokers, Soliciting Dealers or any of them, as them an association, partnership, limited liability company, unincorporated business or other separate entity. Please confirm REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return it to us, whereupon this instrument will become a binding agreement to become Dealer Manager under the terms between you and conditions herein set forth by signing and returning the enclosed duplicate copy of this Agreement at once to the Company at the address specified in Section 11 aboveaccordance with its terms. Very truly yoursInland Western Retail Real Estate Trust, CORNERSTONE CORE PROPERTIES REIT, INC.Inc., a Maryland corporation By: Txxxx X. Xxxxxxx, President AGREED AND ACCEPTED------------------------------------------- Title: PACIFIC CORNERSTONE CAPITAL, INC., a California corporation Chairman ---------------------------------------- Accepted as of the date first above written: Inland Securities Corporation By: Txxxx X. Xxxxxxx, ----------------------------- Title: President Dated: , 2009 -------------------------- EXHIBIT A TO DEALER MANAGER AGREEMENT CORNERSTONE CORE PROPERTIES REITINLAND WESTERN RETAIL REAL ESTATE TRUST, INC. FORM OF PARTICIPATING BROKER SOLICITING DEALERS AGREEMENT Up to 77,500,000 Shares of Common Stock Ladies and Gentlemen: Cornerstone Core Properties REITWe have entered into an agreement (the "Dealer Manager Agreement") which is a part hereof and attached hereto, with Inland Western Retail Real Estate Trust, Inc., a Maryland corporation (the "Company"), is registering under which we have agreed to use our best efforts to solicit subscriptions for public sale a maximum of 77,500,000 the shares of its common stock, $0.001 par value per share, stock (the "Shares”), ") in the Company. The Company is offering to be issued and sold for the public an aggregate maximum purchase of up to 250,000,000 Shares at a price of $611,500,000 (56,250,000 10.00 per Share on a "best efforts" basis and up to 20,000,000 Shares to be offered to the public in a primary offering and 21,250,000 Shares to be offered issued pursuant to the Company’s 's distribution reinvestment plan program at a price of $9.50 per Share (“DRP”)the "Offering"). The Shares are to be sold to selected persons or entities acceptable to In connection with the Company, upon performance of our obligations under Section 2 of the terms and subject to the conditions set forth in the enclosed Prospectus. Pacific Cornerstone Capital, Incorporated, a California corporation (the “Dealer Manager”), has entered into a dealer manager agreement (“Dealer Manager Agreement”) with , we are authorized to retain the Company pursuant to which it has agreed to act as dealer manager in connection with the offer and sale services of securities dealers who are members of the SharesNational Association of Securities Dealers, Inc. (the "Soliciting Dealers") to solicit subscriptions. The Dealer Manager has agreed to use commercially reasonable efforts to find purchasers of Shares both directly and indirectly through a selling group consisting of participating brokers (“Participating Brokers”). The Dealer Manager You are hereby invites you invited to become a Participating Broker in connection with the offer and sale of the Shares. By your acceptance hereofSoliciting Dealer and, you agree to act in such capacity and as such, to use your best efforts to find purchasers solicit subscribers for the Shares Shares, in accordance with the following terms of the Prospectus and this Agreement. Accompanying this Agreement is a copy of the Prospectus. We may also provide you with written, audio or audio-visual material, including an investment sxxxxxx, xxxxx tape, video tape and internet site prepared by the Company for use in conjunction with the offer and sale of the Shares (“Supplemental Material”). You are not authorized to use any solicitation material other than the Prospectus and Supplemental Material referred to in this paragraph, which material has been furnished by the Company. Except as described in the Prospectus or in Section 3(c) hereof, the Shares are to be sold for a per Share cash price as follows: Primary Offering DRP Offering Regular Commission $ 8.00 $ 7.60 Deferred Commission Option* $ 7.52 $ 7.60 * For a period of six years following the date of purchase, an additional $0.10 per share will be deducted annually from cash distributions otherwise payable to the purchaser and will be used to pay deferred commissions.conditions:

Appears in 1 contract

Samples: Inland Western Retail Real Estate Trust Inc

Not a Separate Entity. Nothing contained herein shall constitute the Dealer Manager and Participating Brokers, or any of them, as an association, partnership, unincorporated business or other separate entity. Please confirm your agreement to become Dealer Manager under the terms and conditions herein set forth by signing and returning the enclosed duplicate copy of this Agreement at once to the Company at the address specified in Section 11 above. Very truly yours, CORNERSTONE CORE PROPERTIES REIT, INC., a Maryland corporation By: Txxxx Xxxxx X. Xxxxxxx, President AGREED AND ACCEPTED: PACIFIC CORNERSTONE CAPITAL, INC., a California corporation By: Txxxx Xxxxx X. Xxxxxxx, President Dated: , 2009 TO DEALER MANAGER AGREEMENT CORNERSTONE CORE PROPERTIES REIT, INC. FORM OF PARTICIPATING BROKER AGREEMENT Up to 77,500,000 77,350,000 Shares of Common Stock Ladies and Gentlemen: Cornerstone Core Properties REIT, Inc., a Maryland corporation (the “Company”), is registering for public sale a maximum of 77,500,000 77,350,000 shares of its common stock, $0.001 par value per share, (the “Shares”), to be issued and sold for an aggregate maximum purchase price of $611,500,000 610,360,000 (56,250,000 Shares to be offered to the public in a primary offering with an aggregate maximum purchase price of $450,000,000 (the “Primary Offering”) and 21,250,000 21,100,000 Shares to be offered pursuant to the Company’s distribution reinvestment plan with an aggregate maximum purchase price of $160,360,000 (“DRP”)). The Shares are to be sold to selected persons or entities acceptable to the Company, upon the terms and subject to the conditions set forth in the enclosed Prospectus. Pacific Cornerstone Capital, Incorporated, a California corporation (the “Dealer Manager”), has entered into a dealer manager agreement (“Dealer Manager Agreement”) with the Company pursuant to which it has agreed to act as dealer manager in connection with the offer and sale of the Shares. The Dealer Manager has agreed to use commercially reasonable efforts to find purchasers of Shares both directly and indirectly through a selling group consisting of participating brokers (“Participating Brokers”). The Dealer Manager hereby invites you to become a Participating Broker in connection with the offer and sale of the Shares. By your acceptance hereof, you agree to act in such capacity and to use your best efforts to find purchasers for the Shares in accordance with the terms of the Prospectus and this Agreement. Accompanying this Agreement is a copy of the Prospectus. We may also provide you with written, audio or audio-visual material, including an investment sxxxxxxxxxxxxx, xxxxx tape, video tape and internet site prepared by the Company for use in conjunction with the offer and sale of the Shares (“Supplemental Material”). You are not authorized to use any solicitation material other than the Prospectus and Supplemental Material referred to in this paragraph, which material has been furnished by the Company. Except as described in the Prospectus or in Section 3(c) hereof, the Shares are to be sold for a per Share cash price as follows: Primary Offering DRP Offering Regular Commission $ 8.00 $ 7.60 Deferred Commission Option* $ 7.52 $ 7.60 * For a period of six years following the date of purchase, an additional $0.10 per share will be deducted annually from cash distributions otherwise payable to the purchaser and will be used to pay deferred commissions.

Appears in 1 contract

Samples: Dealer Manager Agreement (Cornerstone Core Properties REIT, Inc.)

Not a Separate Entity. Nothing contained herein shall constitute you and/or the Dealer Manager and Participating Brokers, Soliciting Dealers or any of them, as them an association, partnership, limited liability company, unincorporated business or other separate entity. Please confirm REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return it to us, whereupon this instrument will become a binding agreement to become Dealer Manager under the terms between you and conditions herein set forth by signing and returning the enclosed duplicate copy of this Agreement at once to the Company at the address specified in Section 11 aboveaccordance with its terms. Very truly yoursInland Retail Real Estate Trust, CORNERSTONE CORE PROPERTIES REIT, INC.Inc., a Maryland corporation By: Txxxx /s/ Xxxxxx X. Xxxxxxx, President AGREED AND ACCEPTEDXxxxx ------------------------------------ Title: PACIFIC CORNERSTONE CAPITAL, INC., a California corporation Chairman ------------------------------------ Accepted as of the date first above written: Inland Securities Corporation By: Txxxx X. Xxxxxxx, /s/ Xxxxxx Xxxx Xxxxxx --------------------------- Title: President Dated: , 2009 --------------------------- EXHIBIT A TO DEALER MANAGER AGREEMENT CORNERSTONE CORE PROPERTIES REITINLAND RETAIL REAL ESTATE TRUST, INC. FORM OF PARTICIPATING BROKER SOLICITING DEALERS AGREEMENT Up to 77,500,000 Shares of Common Stock Ladies and Gentlemen: Cornerstone Core Properties REITWe have entered into an agreement (the "Dealer Manager Agreement") which is a part hereof and attached hereto, with Inland Retail Real Estate Trust, Inc., a Maryland corporation (the "Company"), is registering under which we have agreed to use our best efforts to solicit subscriptions for public sale a maximum of 77,500,000 the shares of its common stock, $0.001 par value per share, stock (the "Shares”), ") in the Company. The Company is offering to be issued and sold for the public an aggregate maximum purchase of up to 150,000,000 Shares at a price of $611,500,000 (56,250,000 10 per Share on a "best efforts" basis, up to 12,000,000 Shares to be offered to the public in a primary offering and 21,250,000 Shares to be offered issued pursuant to the Company’s 's distribution reinvestment plan (“DRP”)). The Shares are program at a price of $9.50 per Share and 6,000,000 warrants issuable to be sold us and to selected persons or entities acceptable to the Company, upon the terms and subject to the conditions set forth in the enclosed Prospectus. Pacific Cornerstone Capital, Incorporated, a California corporation you (the "Soliciting Dealer Manager”), has entered into a dealer manager agreement Warrants") (and Shares issuable on exercise of the Soliciting Dealer Manager Agreement”Warrants) with the Company pursuant to which it has agreed to act as dealer manager are issuable in certain circumstances in connection with the offer and sale of Shares (the Shares"Offering"). The In connection with the performance of our obligations under Section 2 of the Dealer Manager has agreed Agreement, we are authorized to use commercially reasonable efforts retain the services of securities dealers who are members of the National Association of Securities Dealers, Inc. (the "Soliciting Dealers") to find purchasers of Shares both directly and indirectly through a selling group consisting of participating brokers (“Participating Brokers”)solicit subscriptions. The Dealer Manager You are hereby invites you invited to become a Participating Broker in connection with the offer and sale of the Shares. By your acceptance hereofSoliciting Dealer and, you agree to act in such capacity and as such, to use your best efforts to find purchasers solicit subscribers for the Shares Shares, in accordance with the following terms of the Prospectus and this Agreement. Accompanying this Agreement is a copy of the Prospectus. We may also provide you with written, audio or audio-visual material, including an investment sxxxxxx, xxxxx tape, video tape and internet site prepared by the Company for use in conjunction with the offer and sale of the Shares (“Supplemental Material”). You are not authorized to use any solicitation material other than the Prospectus and Supplemental Material referred to in this paragraph, which material has been furnished by the Company. Except as described in the Prospectus or in Section 3(c) hereof, the Shares are to be sold for a per Share cash price as follows: Primary Offering DRP Offering Regular Commission $ 8.00 $ 7.60 Deferred Commission Option* $ 7.52 $ 7.60 * For a period of six years following the date of purchase, an additional $0.10 per share will be deducted annually from cash distributions otherwise payable to the purchaser and will be used to pay deferred commissions.conditions:

Appears in 1 contract

Samples: Dealer Manager Agreement (Inland Retail Real Estate Trust Inc)

Not a Separate Entity. Nothing contained herein shall constitute you and/or the Dealer Manager and Participating Brokers, Soliciting Dealers or any of them, as them an association, partnership, limited liability company, unincorporated business or other separate entity. Please confirm REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return it to us, whereupon this instrument will become a binding agreement to become Dealer Manager under the terms between you and conditions herein set forth by signing and returning the enclosed duplicate copy of this Agreement at once to the Company at the address specified in Section 11 aboveaccordance with its terms. Very truly yoursInland Western Retail Real Estate Trust, CORNERSTONE CORE PROPERTIES REIT, INC.Inc., a Maryland corporation By: Txxxx X. Xxxxxxx, President AGREED AND ACCEPTED------------------------------------------- Title: PACIFIC CORNERSTONE CAPITAL, INC., a California corporation Chairman ---------------------------------------- Accepted as of the date first above written: Inland Securities Corporation By: Txxxx X. Xxxxxxx, ------------------------------ Title: President Dated: , 2009 ---------------------------- EXHIBIT A TO DEALER MANAGER AGREEMENT CORNERSTONE CORE PROPERTIES REITINLAND WESTERN RETAIL REAL ESTATE TRUST, INC. FORM OF PARTICIPATING BROKER SOLICITING DEALERS AGREEMENT Up to 77,500,000 Shares of Common Stock Ladies and Gentlemen: Cornerstone Core Properties REITWe have entered into an agreement (the "Dealer Manager Agreement") which is a part hereof and attached hereto, with Inland Western Retail Real Estate Trust, Inc., a Maryland corporation (the "Company"), is registering under which we have agreed to use our best efforts to solicit subscriptions for public sale a maximum of 77,500,000 the shares of its common stock, $0.001 par value per share, stock (the "Shares”), ") in the Company. The Company is offering to be issued and sold for the public an aggregate maximum purchase of up to 250,000,000 Shares at a price of $611,500,000 (56,250,000 10.00 per Share on a "best efforts" basis and up to 20,000,000 Shares to be offered to the public in a primary offering and 21,250,000 Shares to be offered issued pursuant to the Company’s 's distribution reinvestment plan program at a price of $9.50 per Share (“DRP”)the "Offering"). The Shares are to be sold to selected persons or entities acceptable to In connection with the Company, upon performance of our obligations under Section 2 of the terms and subject to the conditions set forth in the enclosed Prospectus. Pacific Cornerstone Capital, Incorporated, a California corporation (the “Dealer Manager”), has entered into a dealer manager agreement (“Dealer Manager Agreement”) with , we are authorized to retain the Company pursuant to which it has agreed to act as dealer manager in connection with the offer and sale services of securities dealers who are members of the SharesNational Association of Securities Dealers, Inc. (the "Soliciting Dealers") to solicit subscriptions. The Dealer Manager has agreed to use commercially reasonable efforts to find purchasers of Shares both directly and indirectly through a selling group consisting of participating brokers (“Participating Brokers”). The Dealer Manager You are hereby invites you invited to become a Participating Broker in connection with the offer and sale of the Shares. By your acceptance hereofSoliciting Dealer and, you agree to act in such capacity and as such, to use your best efforts to find purchasers solicit subscribers for the Shares Shares, in accordance with the following terms of the Prospectus and this Agreement. Accompanying this Agreement is a copy of the Prospectus. We may also provide you with written, audio or audio-visual material, including an investment sxxxxxx, xxxxx tape, video tape and internet site prepared by the Company for use in conjunction with the offer and sale of the Shares (“Supplemental Material”). You are not authorized to use any solicitation material other than the Prospectus and Supplemental Material referred to in this paragraph, which material has been furnished by the Company. Except as described in the Prospectus or in Section 3(c) hereof, the Shares are to be sold for a per Share cash price as follows: Primary Offering DRP Offering Regular Commission $ 8.00 $ 7.60 Deferred Commission Option* $ 7.52 $ 7.60 * For a period of six years following the date of purchase, an additional $0.10 per share will be deducted annually from cash distributions otherwise payable to the purchaser and will be used to pay deferred commissions.conditions:

Appears in 1 contract

Samples: Inland Western Retail Real Estate Trust Inc

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Not a Separate Entity. Nothing contained herein shall constitute you and/or the Dealer Manager and Participating Brokers, Soliciting Dealers or any of them, as them an association, partnership, limited liability company, unincorporated business or other separate entity. Please confirm If the foregoing is in accordance with your understanding of our agreement, kindly sign and return it to us, whereupon this instrument will become a binding agreement to become Dealer Manager under the terms between you and conditions herein set forth by signing and returning the enclosed duplicate copy of this Agreement at once to the Company at the address specified in Section 11 aboveaccordance with its terms. Very truly yoursInland Retail Real Estate Trust, CORNERSTONE CORE PROPERTIES REIT, INC.Inc., a Maryland corporation By: Txxxx X. Xxxxxxx, President AGREED AND ACCEPTED___________________________________ Title: PACIFIC CORNERSTONE CAPITAL, INC., a California corporation ________________________________ Accepted as of the date first above written: Inland Securities Corporation By: Txxxx X. Xxxxxxx, President Dated_____________________________ Title: , 2009 ______________________ EXHIBIT A TO DEALER MANAGER AGREEMENT CORNERSTONE CORE PROPERTIES REITINLAND RETAIL REAL ESTATE TRUST, INC. FORM OF PARTICIPATING BROKER SOLICITING DEALERS AGREEMENT Up to 77,500,000 Shares of Common Stock Ladies and Gentlemen: Cornerstone Core Properties REITWe have entered into an agreement (the "Dealer Manager Agreement") which is a part hereof and attached hereto, with Inland Retail Real Estate Trust, Inc., a Maryland corporation (the "Company"), is registering under which we have agreed to use our best efforts to solicit subscriptions for public sale a maximum of 77,500,000 the shares of its common stock, $0.001 par value per share, stock (the "Shares”), ") in the Company. The Company is offering to be issued and sold for the public an aggregate maximum purchase of up to 50,000,000 Shares at a price of $611,500,000 (56,250,000 10 per Share on a "best efforts" basis, up to 4,000,000 Shares to be offered to the public in a primary offering and 21,250,000 Shares to be offered issued pursuant to the Company’s 's distribution reinvestment plan (“DRP”)). The Shares are program at a price of $9.50 per Share and 2,000,000 warrants issuable to be sold us and to selected persons or entities acceptable to the Company, upon the terms and subject to the conditions set forth in the enclosed Prospectus. Pacific Cornerstone Capital, Incorporated, a California corporation you (the "Soliciting Dealer Manager”), has entered into a dealer manager agreement Warrants") (and Shares issuable on exercise of the Soliciting Dealer Manager Agreement”Warrants) with the Company pursuant to which it has agreed to act as dealer manager are issuable in certain circumstances in connection with the offer and sale of Shares (the Shares"Offering"). The In connection with the performance of our obligations under Section 2 of the Dealer Manager has agreed Agreement, we are authorized to use commercially reasonable efforts retain the services of securities dealers who are members of the National Association of Securities Dealers, Inc. (the "Soliciting Dealers") to find purchasers of Shares both directly and indirectly through a selling group consisting of participating brokers (“Participating Brokers”)solicit subscriptions. The Dealer Manager You are hereby invites you invited to become a Participating Broker in connection with the offer and sale of the Shares. By your acceptance hereofSoliciting Dealer and, you agree to act in such capacity and as such, to use your best efforts to find purchasers solicit subscribers for the Shares Shares, in accordance with the following terms of the Prospectus and this Agreement. Accompanying this Agreement is a copy of the Prospectus. We may also provide you with written, audio or audio-visual material, including an investment sxxxxxx, xxxxx tape, video tape and internet site prepared by the Company for use in conjunction with the offer and sale of the Shares (“Supplemental Material”). You are not authorized to use any solicitation material other than the Prospectus and Supplemental Material referred to in this paragraph, which material has been furnished by the Company. Except as described in the Prospectus or in Section 3(c) hereof, the Shares are to be sold for a per Share cash price as follows: Primary Offering DRP Offering Regular Commission $ 8.00 $ 7.60 Deferred Commission Option* $ 7.52 $ 7.60 * For a period of six years following the date of purchase, an additional $0.10 per share will be deducted annually from cash distributions otherwise payable to the purchaser and will be used to pay deferred commissions.conditions:

Appears in 1 contract

Samples: Soliciting Dealers Agreement (Inland Retail Real Estate Trust Inc)

Not a Separate Entity. Nothing contained herein shall constitute you and/or the Dealer Manager and Participating Brokers, Soliciting Dealers or any of them, as them an association, partnership, limited liability company, unincorporated business or other separate entity. Please confirm REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return it to us, whereupon this instrument will become a binding agreement to become Dealer Manager under the terms between you and conditions herein set forth by signing and returning the enclosed duplicate copy of this Agreement at once to the Company at the address specified in Section 11 aboveaccordance with its terms. Very truly yoursInland Retail Real Estate Trust, CORNERSTONE CORE PROPERTIES REIT, INC.Inc., a Maryland corporation By: Txxxx /s/ Xxxxxxx X. Xxxxxxx, Xxxxxx ------------------------------- Title: Vice President AGREED AND ACCEPTED------------------------------- Accepted as of the date first above written: PACIFIC CORNERSTONE CAPITAL, INC., a California corporation Inland Securities Corporation By: Txxxx /s/ Xxxxxx X. Xxxxxxx, Xxxxxx ----------------------------------- Title: President Dated: , 2009 ----------------------------------- EXHIBIT A TO DEALER MANAGER AGREEMENT CORNERSTONE CORE PROPERTIES REITINLAND RETAIL REAL ESTATE TRUST, INC. FORM OF PARTICIPATING BROKER SOLICITING DEALERS AGREEMENT Up to 77,500,000 Shares of Common Stock Ladies and Gentlemen: Cornerstone Core Properties REITWe have entered into an agreement (the "Dealer Manager Agreement") which is a part hereof and attached hereto, with Inland Retail Real Estate Trust, Inc., a Maryland corporation (the "Company"), is registering under which we have agreed to use our best efforts to solicit subscriptions for public sale a maximum of 77,500,000 the shares of its common stock, $0.001 par value per share, stock (the "Shares”), ") in the Company. The Company is offering to be issued and sold for the public an aggregate maximum purchase of up to 50,000,000 Shares at a price of $611,500,000 (56,250,000 10 per Share on a "best efforts" basis, up to 4,000,000 Shares to be offered to the public in a primary offering and 21,250,000 Shares to be offered issued pursuant to the Company’s 's distribution reinvestment plan (“DRP”)). The Shares are program at a price of $9.50 per Share and 2,000,000 warrants issuable to be sold us and to selected persons or entities acceptable to the Company, upon the terms and subject to the conditions set forth in the enclosed Prospectus. Pacific Cornerstone Capital, Incorporated, a California corporation you (the "Soliciting Dealer Manager”), has entered into a dealer manager agreement Warrants") (and Shares issuable on exercise of the Soliciting Dealer Manager Agreement”Warrants) with the Company pursuant to which it has agreed to act as dealer manager are issuable in certain circumstances in connection with the offer and sale of Shares (the Shares"Offering"). The In connection with the performance of our obligations under Section 2 of the Dealer Manager has agreed Agreement, we are authorized to use commercially reasonable efforts retain the services of securities dealers who are members of the National Association of Securities Dealers, Inc. (the "Soliciting Dealers") to find purchasers of Shares both directly and indirectly through a selling group consisting of participating brokers (“Participating Brokers”)solicit subscriptions. The Dealer Manager You are hereby invites you invited to become a Participating Broker in connection with the offer and sale of the Shares. By your acceptance hereofSoliciting Dealer and, you agree to act in such capacity and as such, to use your best efforts to find purchasers solicit subscribers for the Shares Shares, in accordance with the following terms of the Prospectus and this Agreement. Accompanying this Agreement is a copy of the Prospectus. We may also provide you with written, audio or audio-visual material, including an investment sxxxxxx, xxxxx tape, video tape and internet site prepared by the Company for use in conjunction with the offer and sale of the Shares (“Supplemental Material”). You are not authorized to use any solicitation material other than the Prospectus and Supplemental Material referred to in this paragraph, which material has been furnished by the Company. Except as described in the Prospectus or in Section 3(c) hereof, the Shares are to be sold for a per Share cash price as follows: Primary Offering DRP Offering Regular Commission $ 8.00 $ 7.60 Deferred Commission Option* $ 7.52 $ 7.60 * For a period of six years following the date of purchase, an additional $0.10 per share will be deducted annually from cash distributions otherwise payable to the purchaser and will be used to pay deferred commissions.conditions:

Appears in 1 contract

Samples: Inland Retail Real Estate (Inland Retail Real Estate Trust Inc)

Not a Separate Entity. Nothing contained herein shall constitute the Dealer Manager and Participating Brokers, or any of them, as an association, partnership, unincorporated business or other separate entity. Please confirm your agreement to become Dealer Manager under the terms and conditions herein set forth by signing and returning the enclosed duplicate copy of this Agreement at once to the Company at the address specified in Section 11 above. Very truly yours, CORNERSTONE CORE PROPERTIES REIT, INC., a Maryland corporation By: Txxxx /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx, President AGREED AND ACCEPTED: PACIFIC CORNERSTONE CAPITAL, INC., a California corporation By: Txxxx /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx, President Dated: June 10 , 2009 ATTACHMENT 1 TO DEALER MANAGER AGREEMENT CORNERSTONE CORE PROPERTIES REIT, INC. FORM OF PARTICIPATING BROKER AGREEMENT Up to 77,500,000 77,350,000 Shares of Common Stock Ladies and Gentlemen: Cornerstone Core Properties REIT, Inc., a Maryland corporation (the “Company”), is registering for public sale a maximum of 77,500,000 77,350,000 shares of its common stock, $0.001 par value per share, (the “Shares”), to be issued and sold for an aggregate maximum purchase price of $611,500,000 610,360,000 (56,250,000 Shares to be offered to the public in a primary offering with an aggregate maximum purchase price of $450,000,000 (the “Primary Offering”) and 21,250,000 21,100,000 Shares to be offered pursuant to the Company’s 's distribution reinvestment plan with an aggregate maximum purchase price of $160,360,000 (“DRP”)). The Shares are to be sold to selected persons or entities acceptable to the Company, upon the terms and subject to the conditions set forth in the enclosed Prospectus. Pacific Cornerstone Capital, Incorporated, a California corporation (the “Dealer Manager”), has entered into a dealer manager agreement (“Dealer Manager Agreement”) with the Company pursuant to which it has agreed to act as dealer manager in connection with the offer and sale of the Shares. The Dealer Manager has agreed to use commercially reasonable efforts to find purchasers of Shares both directly and indirectly through a selling group consisting of participating brokers (“Participating Brokers”). The Dealer Manager hereby invites you to become a Participating Broker in connection with the offer and sale of the Shares. By your acceptance hereof, you agree to act in such capacity and to use your best efforts to find purchasers for the Shares in accordance with the terms of the Prospectus and this Agreement. Accompanying this Agreement is a copy of the Prospectus. We may also provide you with written, audio or audio-visual material, including an investment sxxxxxxxxxxxxx, xxxxx tape, video tape and internet site prepared by the Company for use in conjunction with the offer and sale of the Shares (“Supplemental Material”). You are not authorized to use any solicitation material other than the Prospectus and Supplemental Material referred to in this paragraph, which material has been furnished by the Company. Except as described in the Prospectus or in Section 3(c) hereof, the Shares are to be sold for a per Share cash price as follows: Primary Offering DRP Offering Regular Commission $ 8.00 $ 7.60 Deferred Commission Option* $ 7.52 $ 7.60 * For a period of six years following the date of purchase, an additional $0.10 per share will be deducted annually from cash distributions otherwise payable to the purchaser and will be used to pay deferred commissions.

Appears in 1 contract

Samples: Dealer Manager Agreement (Cornerstone Core Properties REIT, Inc.)

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