Exhibit 1.1
GLOBAL EXPRESS CAPITAL REAL ESTATE
INVESTMENT FUND I, LLC
MEMBERSHIP CERTIFICATES
Series A, B, C, and D
$25,000,000 (Maximum)
$1,000,000 (Minimum)
DEALER MANAGER AGREEMENT
____, 2001
Global Express Securities, Inc.
0000 Xxxxxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
Ladies and Gentlemen:
CONREX INTERNATIONAL FINANCIAL, INC. D/B/A GLOBAL EXPRESS CAPITAL
MORTGAGE, a Nevada corporation, as the Manager (the "Manager") of GLOBAL EXPRESS
CAPITAL REAL ESTATE INVESTMENT FUND I, LLC, a Nevada limited liability company
(the "Fund"), proposes that the Fund issue and sell up to $25,000,000 aggregate
principal amount of Membership Certificates of limited liability company
interests ("Certificates") in the Fund as set forth in the Fund operating
agreement attached as Exhibit B to the prospectus dated May 14, 2001.
Certificates in an amount greater than or equal to $100,000 will be
designated Series A Membership Certificates; Certificates in an amount
greater than or equal to $25,000 but less than $100,000 will be designated
Series B Membership Certificates; Certificates in an amount greater than or
equal to $10,000 but less than $25,000 will be designated Series C Membership
Certificates; and Certificates in an amount greater than or equal to $2,000
but less than $10,000 will be designated Series D Membership Certificates.
Certificates will only be issued in denominations that are multiples of
$1,000. Terms not defined herein shall have the same meaning as in the
Prospectus. In connection therewith, the Fund and the Manager hereby enter
into this Dealer Manager Agreement ("Agreement") with you (the "Dealer
Manager") as follows:
1. Representations and Warranties of the Fund
The Fund represents and warrants to the Dealer Manager and each dealer
with whom the Dealer Manager has entered into or will enter into a Selected
Dealer Agreement in the form attached to this Agreement as Exhibit A (said
dealers being hereinafter called the "Dealers") that:
1.1 A Registration Statement of the Fund has been prepared by the Fund
in accordance with applicable requirements of the Securities Act of 1933, as
amended (the "Securities Act"), and the applicable rules and regulations (the
"Rules and Regulations") of the Securities and Exchange Commission (the "SEC"),
covering the Certificates. Said Registration Statement, which includes a
preliminary prospectus, was filed with the SEC on or about February 6, 2001.
Copies of such Registration Statement and each amendment thereto have been or
will be delivered to the Dealer Manager. (The Registration Statement and
Prospectus, as finally amended and revised, are respectively hereinafter
referred to as the "Registration Statement" and the "Prospectus.")
1.2 The Fund has been duly and validly organized and formed as a
limited liability company under the Nevada Revised Statutes with the power and
authority to conduct its business as described in the Prospectus.
1.3 The Registration Statement and Prospectus comply with the
Securities Act and the Rule and Regulations and do not contain any untrue
statements of material facts or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein not
misleading; provided, however, that the foregoing provisions of this Section 1.3
will not extend to such statements contained in or omitted from the Registration
Statement or Prospectus as are primarily within the knowledge of the Dealer
Manager or any of the Dealers and are based upon information furnished by the
Dealer Manager or any Dealer in writing to the Fund specifically for inclusion
therein.
1.4 The Fund intends to use the funds received from the sale of the
Certificates as set forth in the Prospectus.
1.5 No consent, approval, authorization or other order of any
governmental authority, including the Nevada Financial Institutions Division, is
required in connection with the execution or delivery by the Fund of this
Agreement, the issuance and sale by the Fund of the Certificates, or the conduct
by the Fund of its business as described in the Prospectus, except such as may
be required under the Securities Act or applicable state securities laws.
1.6 There are no actions, suits or proceedings pending or to the
knowledge of the Fund, threatened against the Fund or its Manager , at law or
equity or before or by any federal or state commission, regulatory body or
administration agency or other governmental body, domestic or foreign, which
will have a material adverse effect on the business or property of the Fund,
except as are described on Attachment 1.6 to this Agreement.
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1.7 The execution and delivery of this Agreement, the consummation of
the transactions herein contemplated and compliance with the terms of this
Agreement by the Fund will not conflict with or constitute a default under the
Fund's Certificate of Formation, Operating Agreement, or any charter, by-law,
indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or
decree of any government, governmental instrumentality or court, domestic or
foreign, having jurisdiction over the Fund, or the Manager, except to the extent
that the enforceability of the indemnity and/or contribution provisions
contained in Section 4 of this Agreement may be limited under applicable
securities laws.
1.8 The Fund has full legal right, power and authority to enter into
this Agreement and to perform the transactions contemplated hereby, except to
the extent that the enforceability of the indemnity and/or contribution
provisions contained in Section 4 of this Agreement may be limited under
applicable securities laws.
1.9 At time of issuance of the Certificates, the Certificates will
have been duly authorized and validly issued, and upon payment therefor, will be
fully paid and nonassessable and will conform to the description thereof
contained in the Prospectus.
1.10 The respective financial statements contained in the Registration
Statement and the Prospectus fairly present the financial condition of the Fund
and Manager and the results of their respective operations as of the dates and
for the periods therein specified; and such financial statements have been
prepared in accordance with generally accepted accounting principles
consistently applied throughout the periods involved; and the accountants who
have certified certain of such financial statements are independent public
accountants as required by the Securities Act and the Rules and Regulations.
2. Covenants of the Manager
The Manager covenants and agrees with the Dealer Manager that:
2.1 It will, at no expense to the Dealer Manager, furnish the Dealer
Manager with such number of printed copies of the Registration Statement,
including all amendments and exhibits thereto, as the Dealer Manager may
reasonably request. It will similarly furnish to the Dealer Manager and others
designated by the Dealer Manager as many copies as the Dealer Manager may
reasonably request in connection with the offering of the Certificates of: (a)
the Prospectus in preliminary and final form and every form of supplemental or
amended prospectus; (b) this Agreement; and (c) any other printed sales
literature or other materials (provided that the use of said sales literature
and other materials has been approved for use by the Fund and all appropriate
regulatory agencies).
2.2 It will furnish such proper information and execute and file such
documents as may be necessary for the Fund to register or qualify the
Certificates for offer and sale under the securities laws of such jurisdictions
as the Dealer Manager may reasonably designate and will file and make
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in each year such filings as may be required. The Manager will furnish to the
Dealer Manager a copy of such papers filed by the Fund in connection with any
such registration or qualification.
2.3 It will: (a) use its best efforts to cause the Registration
Statement to become effective; (b) file for review and use its best efforts to
obtain approval by the NASD Corporate Financing Department of the offering under
Rule 2810 of the NASD Conduct Rules and applicable Guidelines; (c) furnish
copies of any proposed amendment or supplement of the Registration Statement or
Prospectus to the Dealer Manager; (d) file every amendment or supplement to the
Registration Statement or the Prospectus that may be required by the SEC; and
(e) if at any time the SEC shall issue any stop order suspending the
effectiveness of the Registration Statement, it will use its best efforts to
obtain the lifting of such order at the earliest possible time.
2.4 If at any time when a Prospectus is required to be delivered under
the Securities Act any event occurs as a result of which, in the opinion of
either the Manager or the Dealer Manager, the Prospectus or any other prospectus
then in effect would include an untrue statement of a material fact or, in view
of the circumstances under which they were made, omit to state any material fact
necessary to make the statements therein not misleading, the Manager will
promptly notify the Dealer Manager thereof (unless the information shall have
been received from the Dealer Manager) and will effect the preparation of an
amended or supplemental prospectus which will correct such statement or
omission. The Manager will then promptly prepare such amended or supplemental
prospectus for the Fund or prospectuses as may be necessary to comply with the
requirements of Section 10 of the Securities Act.
3. Obligations and Compensation of Dealer Manager
3.1 The Fund and the Manager hereby appoint the Dealer Manager as the
each of their agent and principal distributor for the purpose of selling for
cash up to a maximum of $25,000,000 aggregate principal amount of Certificates
through Dealers, all of whom shall be members of the NASD. The Dealer Manager
may also sell Certificates for cash directly to its own clients and customers at
the public offering price and subject to the terms and conditions stated in the
Prospectus. The Dealer Manager hereby accepts such agency and distributorship
and agrees to use its best efforts to sell the Certificates on said terms and
conditions. The Dealer Manager represents to the Fund and the Manager that it is
a member of the NASD and that it and its employees and representatives have all
required licenses and registrations to act under this Agreement.
The Dealer Manager agrees to be bound by the terms of the Bank
Escrow Agreement executed as of May __, 2001 ("Escrow Agreement") by Bank of
America, N.A. ("Bank"), as escrow agent, the Dealer Manager and the Fund, a
signed copy of which the Dealer Manager acknowledges has been furnished to it
by the Manager, and a conformed copy of which is attached to this Agreement
and incorporated herein by this reference.
3.2 Promptly after the effective date of the Registration Statement,
the Dealer Manager and the Dealers shall commence the offering of the
Certificates for cash to the public in jurisdictions
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in which the Certificates are registered or qualified for sale or in which such
offering is otherwise permitted. The Dealer Manager and the Dealers will suspend
or terminate offering of the Certificates upon request of the Manager at any
time and will resume offering the Certificates upon subsequent request of the
Manager.
3.3 As provided in the "Plan of Distribution" section of the
Prospectus, as compensation for the services rendered by the Dealer Manager, the
Manager agrees that it will pay the Dealer Manager a fee more fully described in
Attachment 3.3 of this Agreement. All or any portion of such fee may be
reallocated to any Dealer under the Selected Dealer Agreement for that Dealer's
accountable expenses in this offering. (Such aggregate percentage of gross
proceeds, excluding the portion reimbursed as expenses, is hereinafter referred
to as the "Dealer Management Fee".) Without in any way limiting the foregoing,
no commissions, Dealer Manager Fee or expense reimbursement will be paid to the
Dealer Manager or any Dealer in excess of the maximum permitted by NASD Rules of
Conduct and applicable guidelines pertaining to sales compensation in offerings
of this kind. Notwithstanding the foregoing, no commissions, payments or amount
whatsoever will be paid to the Dealer Manager under this Section 3.3 unless or
until $1,000,000 of Certificates have been sold by the Dealer Manager and the
Dealers (the "Minimum Offering"). Until the Minimum Offering is obtained, all
investments will be held in an interest-bearing escrow account and, if the
Minimum Offering is not obtained, all investments with interest earned
thereon will be returned to the investors in accordance with the Prospectus
and Escrow Agreement. The Fund and the Manager will not be liable or
responsible to any Dealer for direct payment of commissions to such Dealer,
it being the sole and exclusive responsibility of the Dealer Manager for
payment of commissions and reimbursements of expenses to Dealers.
3.4 The Dealer Manager represents and warrants to the Fund, the
Manager and each person and firm that signs the Registration Statement that the
information under the caption "Plan of Distribution" in the Prospectus and all
other information furnished to the Fund and the Manager by the Dealer Manager in
writing expressly for use in the Registration Statement, any preliminary
prospectus, the Prospectus, or any amendment or supplement thereto does not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading.
3.5 The Dealer Manager represents and warrants to the Fund that it
will not represent or imply that the Bank, under the Escrow Agreement, has
investigated the desirability or advisability of investment in the Certificates,
or has approved, endorsed or passed upon the merits of the Certificates or the
Fund, nor will it use the name of said Bank in any manner whatsoever in
connection with the offer or sale of the Certificates other than by
acknowledgment that it has agreed to serve as escrow agent.
4. Indemnification
4.1 The Fund and Manager will indemnify and hold harmless the Dealers
and the Dealer Manager, their officers and directors and each person, if any,
who controls such Dealer or Dealer Manager within the meaning of Section 15 of
the Securities Act from and against any losses, claims,
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damages or liabilities, joint or several, to which such Dealers or Dealer
Manager, their officers and directors, or such controlling person may become
subject, under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon (a) any untrue statement or alleged untrue statement of a material fact
contained (i) in the Registration Statement (including the Prospectus as a part
thereof) or any post-effective amendment thereto or in the Prospectus or any
amendment or supplement to the Prospectus or (ii) in any application or other
document executed by the Fund or the Manager on their behalf specifically for
the purposes of registering or qualifying any or all of the Certificates for
sale under the securities laws of any state or based upon written information
furnished by the Fund under the securities laws thereof (any such application,
document or information being hereinafter called a "Blue Sky Application"), or
(b) the omission or alleged omission to state in the Registration Statement
(including the Prospectus as a part thereof) or any post-effective amendment
thereof or in any Blue Sky Application a material fact required to be stated
therein or necessary to make the statements therein not misleading, or (c) any
untrue statement or alleged untrue statement of a material fact contained in any
preliminary prospectus, if used prior to the effective date of the Registration
Statement, or in the Prospectus or any amendment or supplement to the Prospectus
or the omission or alleged omission to state therein a material fact required to
be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading, and will
reimburse each Dealer or Dealer Manager, its officers and directors and each
such controlling person for any legal or other expenses reasonably incurred by
such Dealer or Dealer Manager, its officers and directors, or such controlling
persons in connection with investigating or defending such loss, claim, damage,
liability or action; provided that the Fund and Manager will not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of, or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in reliance upon and in conformity with
written information furnished to the Fund or Manager by or on behalf of any
Dealer or Dealer Manager specifically for use with reference to such Dealer or
Dealer Manager in the preparation of the Registration Statement or any such
post-effective amendment thereof, any such Blue Sky Application or any such
preliminary prospectus or the Prospectus or any such amendment thereof or
supplement thereto; and further provided that the Fund will not be liable in any
such case if it is determined that such Dealer or Dealer Manager was at fault in
connection with the loss, claim, damage, liability or action.
4.2 The Dealer Manager will indemnify and hold harmless the Fund, the
Manager and each person or firm which has signed the Registration Statement and
each person, if any, who controls the Fund and Manager within the meaning of
Section 15 of the Securities Act, from and against any losses, claims, damages
or liabilities to which any of the aforesaid parties may become subject, under
the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon (a)
any untrue statement of a material fact contained (i) in the Registration
Statement (including the Prospectus as a part thereof) or any post-effective
amendment thereof or (ii) any Blue Sky Application, or (b) the omission to state
in the Registration Statement (including the Prospectus as a part thereof) or
any post-effective amendment thereof or in any Blue Sky Application a material
fact required to be stated therein or necessary to make the statements therein
not misleading, or (c) any untrue statement or alleged
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untrue statement of a material fact contained in any preliminary prospectus, if
used prior to the effective date of the Registration Statement, or in the
Prospectus, or in any amendment or supplement to the Prospectus or the omission
to state therein a material fact required to be stated therein or necessary in
order to make the statements therein in the light of the circumstances under
which they were made not misleading, in each case to the extent, but only to the
extent, that such untrue statement or omission was made in reliance upon and in
conformity with written information furnished to the Fund or Manager by or on
behalf of the Dealer Manager specifically for use with reference to the Dealer
Manager in the preparation of the Registration Statement or any such post-
effective amendments thereof or any such Blue Sky Application or any such
preliminary prospectus or the Prospectus or any such amendment thereof or
supplement thereto, or (d) any unauthorized use of sales materials or use of
unauthorized oral representations concerning the Certificates by the Dealer
Manager and will reimburse the aforesaid parties, in connection with
investigation or defending such loss, claim, damage, liability or action. This
indemnity agreement will be in addition to any liability which the Dealer
Manager may otherwise have.
4.3 Each Dealer severally will indemnify and hold harmless the Fund,
Manager, Dealer Manager, all directors thereof (including any persons named in
the Registration Statements with his consent, as about to become a director),
each of their officers who has signed the Registration Statement and each
person, if any, who controls the Fund, the Dealer Manager within the meaning of
Section 15 of the Securities Act from and against any losses, claims, damages or
liabilities to which the Fund, the Dealer Manager, the Manager, any such
director or officer, or controlling person may become subject, under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon (a)
any untrue statement or alleged untrue statement of a material fact contained
(i) in the Registration Statement (including the Prospectus as a part thereof)
or any post-effective amendment thereof or (ii) in any Blue Sky Application, or
(b) the omission or alleged omission to state in the Registration Statement
(including the Prospectus as a part thereof) or any post-effective amendment
thereof or in any Blue Sky Application a material fact required to be stated
therein or necessary to make the statements therein not misleading, or (c) any
untrue statement or alleged untrue statement of a material fact contained in any
preliminary prospectus, if used prior to the effective date of the Registration
Statement, or in the Prospectus, of in any amendment or supplement to the
Prospectus or the omission therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with written information furnished to the
Fund or the Dealer Manager by or on behalf of such Dealer specifically for use
with reference to such Dealer in the preparation of the Registration Statement
or any such post-effective amendments thereof or any such Blue Sky Application
or any such preliminary prospectus or the Prospectus or any such amendment
thereof or supplement thereto, or (d) any unauthorized use of sales materials or
use of unauthorized verbal representations concerning the Certificates by such
Dealer and will reimburse the Fund, the Dealer Manager, the Manager, any such
directors or officers, or controlling person, in connection with investigating
or defending any such loss, claim, damage, liability or action. This indemnity
agreement will be in addition to any liability which such Dealer may otherwise
have.
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4.4 Promptly after receipt by an indemnified party under this Section
4 of notice of the commencements of any action, such indemnified party will, if
a claim in respect thereof is to be made against any indemnifying party under
the Section 4, notify in writing the indemnifying party of the commencement
thereof and the omission so as to notify the indemnifying party will relieve it
from any liability under this Section 4 as to the particular item for which
indemnification is then being sought, but not from any other liability which it
may have to any indemnified party. In case any such action is brought against
any indemnified party, and it notifies an indemnifying party of the commencement
thereof, the indemnifying party will be entitled, to the extent it may wish,
jointly with any other indemnifying part similarly notified, to participate in
the defense thereof, with separate counsel. Such participation shall not relieve
such indemnifying party of the obligation to reimburse the indemnified party for
reasonable legal and other expenses (subject to Section 4.5) incurred by such
indemnified party in defending itself, except for such expenses incurred after
the indemnifying party has deposited funds sufficient to effect the settlement,
with prejudice, of the claim in respect of which indemnity is sought. Any such
indemnifying party shall not be liable to any such indemnified party on account
of any settlement of any claim effected without the consent of such indemnifying
party.
4.5 The indemnifying party shall pay all legal fees and expenses of
the indemnified party in the defense of such claims or actions; provided,
however, the indemnifying party shall not be obliged to pay legal expenses and
fees to more than one law firm in connection with the defense of similar claims
arising out of the same alleged acts or omissions giving rise to such claims
notwithstanding that such actions or claims are alleged or brought by one or
more parties against more than one indemnified party. If such claims or actions
are alleged or brought against more than one indemnified party, then the
indemnifying party shall only be obliged to reimburse the expenses and fees of
the one law firm that has been selected by a majority of the indemnified parties
against which such action is finally brought; and in the event a majority of
such indemnified parties is unable to agree on which law firm for which expenses
or fees will be reimbursable by the indemnifying party, then payment shall be
made to the first law firm of record representing an indemnified party against
the action or claim. Such law firm shall be paid only to the extent of services
performed by such law firm and no reimbursement shall be payable to such law
firm on account of legal services performed by another law firm.
4.6 The indemnity agreements contained in this Section 4 shall remain
operative and in full force and effect regardless of (a) any investigation made
by or on behalf of any Dealer, or any person controlling any Dealer or by or on
behalf of the Fund, the Dealer Manager or the Manager or any officer or director
thereof, or by or on behalf of the Fund, the Dealer Manager or the Manager, (b)
delivery of any Certificates and payment therefore, and (c) any termination of
this Agreement. A successor of any Dealer or of any the parties to this
Agreement, as the case may be, shall be entitled to the benefits of the
indemnity agreements contained in this Section 4.
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5. Survival of Provisions
The respective agreements, representations and warranties of the Fund
and the Dealer Manager set forth in this Agreement shall remain operative and in
full force and effect regardless of (a) any termination of this Agreement, (b)
any investigation made by or on behalf of the Dealer Manager or any Dealer or
any person controlling the Dealer Manager or any Dealer or by or on behalf of
the Fund, its partners or any person controlling the Fund, and (c) the
acceptance of any payment for the Certificates.
6. Applicable Law
This Agreement was executed and delivered in, and its validity,
interpretation and construction shall be governed by the laws of, the State of
Nevada.
7. Counterparts
This Agreement may be executed in any number of counterparts. Each
counterpart, when executed and delivered, shall be an original contract, but all
counterparts, when taken together, shall constitute one and the same Agreement.
8. Successors and Amendment
8.1 This Agreement shall inure to the benefit of any be binding upon
the Dealer Manager, the Manager, the Fund and their respective successors.
Nothing in this Agreement is intended or shall be construed to give to any other
person any right, remedy or claim, except as otherwise specifically provided
herein. This Agreement shall inure to the benefit of the Dealers to the extent
set forth in Sections 1 and 4 hereof.
8.2 This Agreement may be amended by the written agreement of the
Dealer Manager, the Fund and the Manager.
9. Term
Any party to this Agreement shall have the right to terminate this
Agreement on 60 days' written notice.
10. Confirmation
The Manager xxxxxx agrees and assumes the duty to send an
acknowledgment to each investor whose subscription for Certificates is accepted
in whole or in part by the Manager.
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11. Suitability of Investors
The Dealer Manager will offer Certificates and in its agreements with
Dealers will require that the Dealers offer Certificates, only to persons who
meet the financial qualifications set forth in the Prospectus and the
Subscription Agreement in the form that is attached to the Prospectus as Exhibit
C thereto (or to those it reasonably believes to meet suitability standards in
states that deviate from those standards set forth in the Prospectus and
Subscription Agreement), and will only make offers to persons in the states in
which it is advised in writing that the Certificates are qualified for sale or
that such qualification is not required. In offering Certificates, the Dealer
Manager will, and in its agreements with Dealers the Dealer Manager will require
that the Dealer comply with the provisions of Rule 2310 of the Conduct Rules set
forth in the NASD Manual, as well as all other applicable rules and regulations
relating to suitability of investors, including without limitation, the
provisions of Article III.B. and C. of the Statement of Policy Regarding
Mortgage Programs of the North American Securities Administration Association,
Inc.
12. Submission of Orders
12.1 Those persons who purchase Certificates will be instructed by the
Dealer Manager or the Dealer to make their checks payable to the Bank as escrow
agent during the course of the minimum offering, and thereafter either to the
Fund or to the Escrow Agent in accordance with the Escrow Agreement. The Dealer
Manager and any Dealer receiving a check not conforming to the foregoing
instructions shall return such check directly to such subscriber not later than
the end of the next business day following its receipt. Checks received by the
Dealer Manager or Dealer which conform to the foregoing instructions shall be
transmitted for deposit pursuant to one of the methods described in this Section
12. Transmittal of received investor funds will be made in accordance with the
following procedures.
12.2 Where, pursuant to a Dealer's internal supervisory procedures,
internal supervisory review is conducted at the same location at which
subscription documents and checks are received from subscribers, checks will be
transmitted in care of the Dealer Manager by the end of the next business day
following receipt by the Dealer for deposit to the Bank, as escrow agent, during
the course of the minimum offering, and thereafter either to the Fund or to the
Escrow Agent in accordance with the Escrow Agreement.
12.3 Where, pursuant to a Dealer's internal supervisory procedures,
final internal supervisory review is conducted at a different location, checks
will be transmitted by the end of the next business day following receipt by the
Dealer to the office of the Dealer conducting such final internal supervisory
review (the "Final Review Office"). The Final Review Office will in turn by the
end of the next business day following receipt by the Final Review Office,
transmit such checks in care of the Dealer Manager for deposit to the Bank, as
escrow agent, during the course of the minimum offering, and thereafter either
to the Fund or to the Escrow Agent in accordance with the Escrow Agreement.
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12.4 Where the Dealer Manager is involved in the distribution process,
checks will be transmitted by the Dealer Manager for deposit to the Bank, as
escrow agent, during the course of the minimum offering, and thereafter either
to the Fund or to the Escrow Agent in accordance with the Escrow Agreement, as
soon as practicable, but in any event by the end of the second business day
following receipt by the Dealer Manager. Checks of rejected subscribers will be
promptly returned to such subscribers.
If the foregoing correctly sets forth our understanding, please
indicate your acceptance thereof in the space provided below for that purpose,
whereupon this letter and your acceptance shall constitute a binding agreement
between us as of the date first above written.
Very truly yours,
GLOBAL EXPRESS CAPITAL REAL
ESTATE INVESTMENT FUND I, LLC
By: Conrex International Financial, Inc., d/b/a
Global Express Capital Mortgage.
(Manager)
By:________________________________________________
Name:
Title:
CONREX INTERNATIONAL FINANCIAL,
INC. D/B/A GLOBAL EXPRESS CAPITAL
MORTGAGE
By:________________________________________________
Name:
Title:
Accepted and agreed as of
the date first above written.
GLOBAL EXPRESS SECURITIES, INC.
By:_____________________________
,President
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ATTACHMENT 1.6
TO THE DEALER MANAGER AGREEMENT
Response to Section 1.6 - Material Litigation
None
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ATTACHMENT 3.3
TO THE DEALER MANAGER AGREEMENT
Compensation for the services rendered by the Dealer Manager
One percent (1%) of the purchase price plus up to one-half percent (.5%) for
reimbursement of actual direct expenses.
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