PLACEMENT AGREEMENTPlacement Agreement • October 29th, 2004 • Usa Capital First Trust Deed Fund LLC • Loan brokers • Nevada
USA Capital Realty Advisors, LLC, a Nevada limited-liability company, as the manager (“the “Manager”) of USA Capital First Trust Deed Fund, LLC, a Nevada limited-liability company (the “Company”), hereby engages USA Securities, LLC, a Nevada limited-liability company (the “Placement Agent”), and each dealer (a “Dealer”) with which the Placement Agent enters into a Selected Dealer Agreement, in the form attached hereto as Exhibit A, as the Company’s exclusive selling agents in connection with the proposed public offering of certain of its securities (the “Offering”) on the terms and conditions set forth below:
SELECTED DEALER AGREEMENTSelected Dealer Agreement • October 29th, 2004 • Usa Capital First Trust Deed Fund LLC • Loan brokers • Nevada
USA Securities, LLC, a Nevada limited-liability company (the “Placement Agent”), and the undersigned broker-dealer (the “Dealer”), hereby enter into this Selected Dealer Agreement (this “Agreement”) as of the date hereof (the “Effective Date”) with respect to the participation by the Dealer in the distribution of the limited-liability company membership units (the “Units”) of USA Capital First Trust Deed Fund, LLC, a Nevada limited-liability company (the “Company”), pursuant to a public offering of the Units (the “Offering”) on the terms and conditions set forth below:
USA CAPITAL FIRST TRUST DEED FUND, LLC A Nevada Limited-Liability Company SUBSCRIPTION BOOKLET AND INSTRUCTIONSSubscription Instructions • October 29th, 2004 • Usa Capital First Trust Deed Fund LLC • Loan brokers
Attached is the Subscription Agreement and Limited Power of Attorney (the “Subscription Agreement”) relating to the purchase of the limited-liability company membership units of USA Capital First Trust Deed Fund, LLC, a Nevada limited-liability company (the “Company”). The Company is offering an aggregate of 27,000 Class A, Class B and Class C limited-liability company membership units (the “Units”) at a purchase price of $5,000.00 per Unit for an aggregate offering amount of $135,000,000.00. The Units are being offered pursuant to the Company’s Prospectus dated as of , as amended from time to time by the Company.
