Dealer Agreement Sample Contracts

Everett SpinCo, Inc. – Amended and Restated Dealer Agreement Dated: 3 April 2017 Dxc Capital Funding Limited as Issuer Dxc Technology Company as Guarantor Citibank Europe Plc, Uk Branch as Arranger and Bank of America Merrill Lynch International Limited Barclays Bank Plc Bayerische Landesbank Citibank Europe Plc, Uk Branch and Goldman Sachs International as Dealers (May 29th, 2018)
Gladstone Land Corporation – FORM OF PARTICIPATING DEALER AGREEMENT 6,000,000 Shares of 6.00% Series B Cumulative Redeemable Preferred Stock -- Primary Offering -- $25.00 (February 20th, 2018)

Gladstone Securities, LLC, as the dealer manager ("Dealer Manager") for Gladstone Land Corporation, a Maryland corporation (the "Company"), invites you (the "Dealer") to participate in the distribution of shares of 6.00% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share ("Shares"), of the Company subject to the following terms:

Terra Income Fund 6, Inc. – Form of Selected Broker-Dealer Agreement With Terra Capital Markets, Llc (November 20th, 2017)

Terra Capital Markets, LLC (the "Dealer Manager") entered into a second amended and restated dealer manager agreement, dated as of September 30, 2017 (the "Dealer Manager Agreement"), with Terra Income Fund 6, Inc., a Maryland corporation (the "Company"), under which the Dealer Manager agreed to use its best efforts to solicit subscriptions in connection with the public offering (the "Offering") for its shares of common stock, $.001 par value per share, of which amount: (i) up to 80,000,000 shares for a purchase price of $10.90 per share (subject in certain circumstances to discounts based upon the volume of shares purchased and for certain categories of purchasers) (the "Shares"), as well as (ii) shares offered pursuant to the Company's distribution reinvestment plan, at a price equal to 95% of the price that Shares are sold in the Offering at the semi-monthly closing immediately following the distribution payment date, as described in the Prospectus (as defined below). Unless otherwi

Vivint Solar, Inc. – Sales Dealer Agreement (November 7th, 2017)

This SALES DEALER AGREEMENT (this "Agreement") is effective as of August 16, 2017 ("Effective Date"), by and between VIVINT SOLAR DEVELOPER, LLC, a Delaware limited liability company ("Vivint Solar"), and VIVINT, INC., a Utah corporation ("Vivint"). Buyer and Seller are referred to herein individually as a "Party," and collectively as the "Parties".

Steadfast Apartment REIT III, Inc. – Amendment No. 1 to Participating Dealer Agreement (June 1st, 2017)

This Amendment No. 1 to the Participating Dealer Agreement (this "Amendment") is effective as of the date of this notice provided to you (the "Participating Dealer") by Steadfast Capital Markets Group, LLC (the "Dealer Manager"). Capitalized terms used but not defined herein shall have the meaning set forth in the Participating Dealer Agreement (as defined below).

Amended and Restated Dealer Agreement Relating to a U.S.$2,000,000,000 Euro Commercial Paper Programme (September 26th, 2016)
Amendment No. 3 to Dealer Agreement (August 2nd, 2016)

This Amendment No. 3 to the Dealer Agreement, dated as of November 9, 1999 (the "Original Dealer Agreement"), between Goldman, Sachs & Co., J.P. Morgan Securities LLC (f.k.a. Chase Securities Inc.), Morgan Stanley & Co. LLC (f.k.a. Morgan Stanley & Co. Incorporated), Merrill Lynch, Pierce, Fenner & Smith Incorporated (f.k.a. Bank of America Securities LLC) and Arrow Electronics, Inc. (the "Issuer"), as amended by Amendment No. 1, dated as of October 11, 2011, by and among the Issuer and the dealers signatory thereto ("Amendment No. 1") and Amendment No. 2, dated as of October 20, 2014, by and among the Issuer and the dealers signatory thereto ("Amendment No. 2," and the Original Dealer Agreement, as amended by Amendment No. 1 and Amendment No. 2, the "Dealer Agreement"), is entered into as of January 6, 2016 ("Amendment No. 3"). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Dealer Agreement.

Griffin Capital Essential Asset REIT II, Inc. – Selected Dealer Agreement (May 11th, 2015)
Amendment No. 2 to Dealer Agreement Dated as of November 9, 1999, Between Goldman, Sachs & Co., J.P. Morgan Securities LLC (f.k.a. Chase Securities Inc.), Morgan Stanley & Co. LLC (f.k.a. Morgan Stanley & Co. Incorporated), Merrill Lynch, Pierce, Fenner & Smith Incorporated (f.k.a. Bank of America Securities LLC) and Arrow Electronics, Inc., as Amended by Amendment No 1 Dated as of October 11, 2011 Dated as of October 20, 2014 (October 29th, 2014)

This amendment ("Amendment No. 2") sets forth the understandings between Arrow Electronics, Inc. (the "Issuer") and Goldman, Sachs & Co., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the "Dealers"), parties to an agreement, dated as of November 9, 1999 (the "Original Dealer Agreement" and, as amended by Amendment No. 1 dated as of October 11, 2011, the "Dealer Agreement"), pursuant to which the Issuer appointed the Dealers as dealers of certain short-term promissory notes (the "Notes") of the Issuer. The purpose of this letter is to set forth the following amendment to the Dealer Agreement:

Simon Property Group L P – Form of Global Dealer Agreement (October 7th, 2014)
ICON Oil & Gas Fund-B L.P. – (A Program Comprised of Up to Three Delaware Limited Partnerships) FORM OF SELLING DEALER AGREEMENT (June 13th, 2012)

ICON Oil & Gas Fund (the "Fund") is a program comprised of up to three Delaware limited partnerships (ICON Oil & Gas Fund-A L.P. ("Partnership A"), ICON Oil & Gas Fund-B L.P. ("Partnership B") and ICON Oil & Gas Fund-C L.P. ("Partnership C")) that are offering, in the aggregate, (i) up to 16,000 investor general partner interests and (ii) up to 4,000 limited partner interests (collectively, the "Interests") at a public offering price of $10,000.00 per Interest (subject in certain circumstances to discounts based upon the volume of Interests purchased and other exceptions) (for each, a "Partnership Offering" and, collectively, the "Offering"). The Interests and the terms upon which they are offered are more fully described in the prospectus for each partnership, in each case, as supplemented or amended at the time the related registration statement or post-effective amendment to the registration statement, as applicable, becomes effective (for each partnership, the applicable "Prospectu

Fortune Vacation Travel Ltd. – Participating Dealer Agreement (March 15th, 2012)

This Participating Dealer Agreement (the "Agreement") is made as of the 20th day of July, 2011 by and among ________________________ ("Dealer"), and Underhill Securities Corp., a Nevada corporation ("USC").

Cypress Equipment Fund A, LLC – CYPRESS EQUIPMENT FUND A, LLC SOLICITING DEALER AGREEMENT San Francisco, California (March 1st, 2012)
Amendment No. 1 to Dealer Agreement Dated as of November 9, 1999, Between Arrow Electronics, Inc. And J.P. Morgan Securities LLC (f.k.a. Chase Securities Inc.), Merrill Lynch, Pierce, Fenner & Smith Incorporated (f.k.a. Bank of America Securities LLC), Goldman, Sachs & Co. And Morgan Stanley & Co. LLC (f.k.a. Morgan Stanley & Co. Incorporated) Dated as of October 11, 2011 (February 1st, 2012)

This amendment ("Amendment No. 1") sets forth the understandings between Arrow Electronics, Inc. (the "Issuer") and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co. and Morgan Stanley & Co. LLC (collectively, the "Dealers"), parties to an agreement, dated as of November 9, 1999 (the "Dealer Agreement"), pursuant to which the Issuer appointed the Dealers as dealers of certain short-term promissory notes (the "Notes") of the Issuer. The purpose of this letter is to set forth the following amendments to the Dealer Agreement:

Horizon Energy – From of Premier Dealer Agreement (December 30th, 2011)

This Non-Exclusive Dealer Agreement ("Agreement") is entered into on November 1st 2010, by and between Solatube International, Inc., a Delaware corporation ("Manufacturer"), located at 2210 Oak Ridge Way, Vista, California 92081-8341, and Solar N' Stuff ("Dealer") located at 1102 Highway 190, Suite D, Covington, LA 70433, in consideration of the promises made herein.

Macquarie Equipment Leasing Fund Two, LLC – MACQUARIE EQUIPMENT LEASING FUND TWO, LLC 20,000,000 Shares of Limited Liability Company Interest at $10 Per Share SELLING DEALER AGREEMENT (December 22nd, 2011)

Macquarie Asset Management Inc. (the manager), as manager and on behalf of Macquarie Equipment Leasing Fund Two, LLC, a Delaware limited liability company (the Fund), proposes to issue and offer for sale up to an aggregate of 20,000,000 shares of limited liability company interest in the Fund at a price of $10 per share, subject to certain reductions, and up to an additional 1,555,556 shares of limited liability company interest in the Fund pursuant to the Funds distribution reinvestment plan (DRP) at a price of $9.00 per share (the Shares). The offering of the Shares by the Fund is referred to herein as the Offering.

Cypress Equipment Fund A, LLC – CYPRESS EQUIPMENT FUND A, LLC SOLICITING DEALER AGREEMENT San Francisco, California (November 22nd, 2011)
Cypress Equipment Fund A, LLC – CYPRESS EQUIPMENT FUND A, LLC SOLICITING DEALER AGREEMENT San Francisco, California (August 24th, 2011)
Macquarie Equipment Leasing Fund Two, LLC – MACQUARIE EQUIPMENT LEASING FUND TWO, LLC 20,000,000 Shares of Limited Liability Company Interest at $10 Per Share SELLING DEALER AGREEMENT (August 9th, 2011)

Macquarie Asset Management Inc. (the manager), as manager and on behalf of Macquarie Equipment Leasing Fund Two, LLC, a Delaware limited liability company (the Fund), proposes to issue and offer for sale up to an aggregate of 20,000,000 shares of limited liability company interest in the Fund at a price of $10 per share, subject to certain reductions, and up to an additional 1,555,556 shares of limited liability company interest in the Fund pursuant to the Funds distribution reinvestment plan (DRP) at a price of $9.00 per share (the Shares). The offering of the Shares by the Fund is referred to herein as the Offering.

KBS Legacy Partners Apartment REIT, Inc. – Selected Dealer Agreement (August 3rd, 2011)

Each of KBS Legacy Partners Apartment REIT, Inc., a Maryland corporation (the "Company"), KBS Capital Markets Group LLC, a California limited liability company (the "Dealer Manager"), KBS Capital Advisors LLC, a Delaware limited liability company (the "Advisor"), KBS-Legacy Apartment Community REIT Venture, LLC, a Delaware limited liability company (the "Sub-Advisor"), KBS Holdings LLC, a Delaware limited liability company ( the "Sponsor"), and Legacy Partners Residential Realty LLC, a Delaware limited liability company, which jointly owns the Sub-Advisor with the Advisor ("Legacy Partners") hereby confirms its agreement with Ameriprise Financial Services, Inc., a Delaware corporation ("Ameriprise"), as follows:

Mattress Firm Holding Corp. – Simmons Dealer Incentive Agreement (July 8th, 2011)

This Simmons Dealer Incentive Agreement (the Agreement) is made between Simmons Bedding Company, on behalf of itself and as Agent for The Simmons Manufacturing Co., LLC (collectively, Simmons) and Mattress Firm, Inc. d/b/a Mattress Firm (Dealer) and is effective as of June 1, 2010 (the Effective Date).

Macquarie Equipment Leasing Fund Two, LLC – MACQUARIE EQUIPMENT LEASING FUND TWO, LLC 20,000,000 Shares of Limited Liability Company Interest at $10 Per Share SELLING DEALER AGREEMENT (March 17th, 2011)

Macquarie Asset Management Inc. (the Manager), as Manager and on behalf of Macquarie Equipment Leasing Fund Two, LLC, a Delaware limited liability company (the Fund), proposes to issue and offer for sale up to an aggregate of 20,000,000 shares of limited liability company interest in the Fund at a price of $10 per share, subject to certain reductions, and up to an additional 1,555,556 shares of limited liability company interest in the Fund pursuant to the Funds distribution reinvestment plan (DRP) at a price of $9.00 per share (the Shares). The offering of the Shares by the Fund is referred to herein as the Offering.

Xzeres Wind Corp. – Dealer Agreement (September 7th, 2010)

The Company and Dealer hereby enter into this Dealer Agreement. This Dealer Agreement includes and incorporates by reference the Exhibits to this Dealer Agreement and the "Procedures" as defined below (collectively, the "Agreement"). The "Effective Date" of this Agreement is , 20 . The "Expiration Date" of this Agreement is Decemb er 31, 2011.

Egpi Firecreek – E-ViEWS Safety Systems, Inc. Dealer Agreement (August 20th, 2010)

Agreement between E-ViEWS Safety Systems, Inc. ("E-ViEWS") a Nevada Corporation, doing business in the state of California at 5341 Derry Ave., Suite R, Agoura Hills, CA 91301, and EPGI FIRECREEK, INC ("DEALER"), having a place of business at the address listed on Appendix A.

Schedule of Omitted Dealer Agreements (July 21st, 2010)

The following agreements are not being filed as exhibits in reliance on Instruction 2 to Item 601 of Regulation S-K because they are substantially identical in all material respects to the Commercial Paper Dealer Agreement between Santander Holdings USA, Inc. and Santander Investment Securities Inc., dated as of July 15, 2010, filed as Exhibit 10.1.1, except as to the parties thereto and the notice provisions.

Grote Molen Inc – In Order to Become an Authorized Dealer, Please Fill Out the ENTIRE Dealer Agreement Form Below. Please Print and Complete These Pages and Fax or E-Mail to Grote Molen Inc. (July 13th, 2010)

As the credit card holder, I also authorize Grote Molen Inc. to charge my credit card for future purchases verbally approved by me or by PO number signed by me.

Grote Molen Inc – In Order to Become an Authorized Dealer, Please Fill Out the ENTIRE Dealer Agreement Form Below. Please Print and Complete These Pages and Fax or E-Mail to Grote Molen Inc. (July 13th, 2010)

As the credit card holder, I also authorize Grote Molen Inc. to charge my credit card for future purchases verbally approved by me or by PO number signed by me.

Grote Molen Inc – In Order to Become an Authorized Dealer, Please Fill Out the ENTIRE Dealer Agreement Form Below. Please Print and Complete These Pages and Fax or E-Mail to Grote Molen Inc. (July 13th, 2010)

As the credit card holder, I also authorize Grote Molen Inc. to charge my credit card for future purchases verbally approved by me or by PO number signed by me.

Contract (May 3rd, 2010)

Exhibit 10.16 CIRALIGHT SMART SKYLIGHTS AUTHORIZED DEALER AGREEMENT AN AGREEMENT, BY AND BETWEEN CIRALIGHT GLOBAL, INC. ("MANUFACTURER") AND KEMPER & ASSOCIATES, INC DBA TOTAL ROOFING & RECONSTRUCTION THE ("DEALER") MADE AS OF APRIL 15, 2010 (the "Effective Date") . In consideration of the mutual covenants herein contained, the parties hereto agree as follows: 1. GENERAL. This Agreement governs all transactions hereafter entered into between Manufacturer and Dealer concerning the Products developed and marketed by Manufacturer. 2. APPOINTMENT. Subject to the terms set forth in this Agreement, Manufacturer hereby appoints Dealer, and Dealer accepts the appointment by Manufacturer, to be a non-exclusive, independent Dealer of the products (the "Product(s)") described in Schedule "A" ("Authorized Products List"). Dealer shall be authorized to deal in additional products marketed by Manufacturer only if Manufacturer first signs a new Schedule "A" adding them to the Autho

Penske Automotive Group – Smart USA Distributor LLC Passenger Car Dealer Agreement (February 24th, 2010)

This PASSENGER CAR DEALER AGREEMENT is effective as of the day last set forth below by and between smart USA DISTRIBUTOR LLC (Distributor) and the natural person or entity identified as Dealer in the Final Paragraph of this Agreement.

Penske Automotive Group – Dealer Agreement for Mini Passenger Cars (February 24th, 2010)

This DEALER AGREEMENT is effective as of the _____ day of _____, _____, by and between the MINI Division of BMW of North America, LLC, a Delaware limited liability company, having its principal place of business at 300 Chestnut Ridge Road, Woodcliff Lake, New Jersey 07677, and

Confidential Materials Omitted and Filed Separately With the Securities and Exchange Commission. Asterisks Denote Omissions. PFS INVESTMENTS INC. MUTUAL FUND DEALER AGREEMENT (February 8th, 2010)

We understand that you are principal underwriter of shares (the Shares) of certain mutual funds listed on Schedule A attached hereto (the Funds) registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (1940 Act). Legg Mason Investor Services, LLC (LMIS or You) desires that PFS Investments Inc. (Dealer or PFSI) act as a dealer with respect to the sale of Shares to its customers. In consideration of the mutual covenants stated below, you and Dealer agree as follows:

Confidential Materials Omitted and Filed Separately With the Securities and Exchange Commission. Asterisks Denote Omissions. PFS INVESTMENTS INC. MUTUAL FUND DEALER AGREEMENT (December 23rd, 2009)

We understand that you are principal underwriter of shares (the Shares) of certain mutual funds listed on Schedule A attached hereto (the Funds) registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (1940 Act). Legg Mason Investor Services, LLC (LMIS or You) desires that PFS Investments Inc. (Dealer or PFSI) act as a dealer with respect to the sale of Shares to its customers. In consideration of the mutual covenants stated below, you and Dealer agree as follows:

Alternative Energy Development Corp – AEDC Dealer Agreement (November 13th, 2009)

THIS AGREEMENT is made this 20th day of July, 2009 by and between Alternative Energy Development Corporation a Nevada Corporation with its principal place of business at 17505 N 79th Ave Suite #309 Glendale, AZ 85308 (hereinafter referred to as "Company") and Dandy Enterprise LLC with its principal place of business at 2340 Charles Ave. St. Paul Minnesota 55114 (hereafter referred to as "Dealer").

Alternative Energy Development Corp – AEDC Dealer Agreement (November 13th, 2009)

THIS AGREEMENT is made this 8th day of July, 2009 by and between Alternative Energy Development Corporation a Nevada Corporation with its principal place of business at 17505 N 79th Ave Suite #309 Glendale, AZ 85308 (hereinafter referred to as "Company") and Bennett Wholesale Distributors LLC with its principal place of business at 1201 Main Street, Suite 1980, Columbia South Carolina 29201 (hereafter referred to as "Dealer").