EXHIBIT 1.1.1
AMENDMENT NO. 1 TO
DEALER MANAGER AGREEMENT
This AMENDMENT NO. 1 TO DEALER MANAGER AGREEMENT (this "Amendment")
effective as of November 16, 2006, is by and between NNN Healthcare/Office REIT,
Inc. (the "Company") and NNN Capital Corp. (the "Dealer Manager").
WITNESSETH:
WHEREAS, the Company and the Dealer Manager entered into that certain
Dealer Manager Agreement on September 20, 2006 (the "Agreement"), whereby the
Dealer Manager agreed to provide certain distribution services to the Company as
more specifically provided therein; and
WHEREAS, pursuant to and in accordance with Section 16 of the Agreement,
the parties wish to amend the Agreement as set forth in this Amendment.
NOW THEREFORE, in consideration of the rights and obligations contained
herein, and for other good and valuable consideration, the adequacy of which is
hereby acknowledged, the parties agree as follows:
1. DEFINED TERMS; REFERENCES.
Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Agreement. Each reference to "hereof,"
"hereunder," "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Agreement shall, after the date hereof, refer to the Agreement as amended
hereby.
2. AMENDMENTS.
2.1 The fourth paragraph of Section 5.1 is hereby amended and replaced in
its entirety with the following:
"No selling commissions or marketing support fees will be paid, and
the per Share cash price shall be reduced to $9.05, in connection
with Shares sold to executive officers and directors of the Company,
as well as officers and employees of the Advisor and its
affiliates."
2.2 The fourth sentence of the seventh paragraph of Article IV to Exhibit
A to the Agreement (the Participating Broker-Dealer Agreement) is hereby amended
and replaced in its entirety with the following:
"In addition, as set forth in the Prospectus, the Dealer Manager
may, in its sole discretion, reallow a portion of the marketing
support fee earned on the proceeds raised by a Dealer for sales of
Shares in the primary offering of up to 1.5% of such proceeds."
3. TITLES AND HEADINGS.
The headings in this Amendment are for reference purposes only, and shall
not in any way affect the meaning or interpretation of this Amendment.
4. SEVERABILITY.
The invalidity of any portion of this Amendment shall not affect the
validity, force or effect of the remaining portions hereof. If it is ever held
that any restriction hereunder is too broad to permit enforcement of such
restriction to its fullest extent, such restriction shall be enforced to the
maximum extent permitted by law.
5. COUNTERPARTS AND RECOGNITION OF FACSIMILE SIGNATURES.
This Amendment may be executed in one or more counterparts, each of which
shall be deemed an original agreement, but all of which together shall
constitute one and the same instrument. Additionally, both parties acknowledge
and agree that a facsimile signature to this Agreement will be recognized and
accepted as an original signature.
6. APPLICABLE LAW.
The parties agree that this Amendment shall be governed by the provisions
of Section 8 of the Agreement.
[Signatures on next page]
IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 1 to
Dealer Manager Agreement to be executed effective as of the date first written
above by their respective officers thereunto duly authorized.
NNN HEALTHCARE/OFFICE REIT, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Chief Executive Officer
NNN CAPITAL CORP.
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
President and Chief Executive Officer
