Dealer Manager Agreement Sample Contracts

Bluerock Residential Growth REIT, Inc. – BLUEROCK RESIDENTIAL GROWTH REIT, INC. Up to 500,000 Units, Consisting of 500,000 Shares of Series B Redeemable Preferred Stock, Par Value $.01 Per Share, and Warrants to Purchase 10,000,000 Shares of Class a Common Stock DEALER MANAGER AGREEMENT November 16, 2018 (November 19th, 2018)

Bluerock Residential Growth REIT, Inc. a Maryland corporation (the "Company"), has proposed to offer for public sale (the "Offering") a maximum of 500,000 Units, consisting of 500,000 Shares of Series B Redeemable Preferred Stock, $0.01 par value per share (the "Series B Redeemable Preferred Stock"), and Warrants to purchase 10,000,000 Shares of Class A Common Stock (the "Warrants," and together with the Series B Redeemable Preferred Stock, the "Units"). Each Unit consists of (i) one share of Series B Redeemable Preferred Stock, with a liquidation preference of $1,000 per share, and (ii) one Warrant to purchase 20 shares of Class A common stock, $0.01 par value per share (each a "Class A Share"). The Units are to be issued and sold to the public on a "best efforts" basis through you (the "Dealer Manager") as the managing dealer and the broker-dealers participating in the Offering (the "Participating Broker-Dealers") at a price of $1,000.00 per Unit. The price at which Units will be of

Cottonwood Communities, Inc. – DEALER MANAGER AGREEMENT COTTONWOOD COMMUNITIES, INC. 6340 South 3000 East, Suite 500 Salt Lake City, Utah 84121 August 13, 2018 (September 26th, 2018)
Dividend Capital Diversified Property Fund Inc. – AMENDED AND RESTATED DEALER MANAGER AGREEMENT August 13, 2018 (August 17th, 2018)

Black Creek Exchange LLC, a Delaware limited liability company (the Company), is offering for sale from time to time, either directly or through wholly-owned subsidiaries, in one or more private placements (each, a Private Placement, and collectively, the Private Placements) of beneficial interests (each, an Interest and, collectively, the Interests) in specific Delaware statutory trusts (each, a Trust and collectively, the Trusts) reflecting an indirect ownership of up to $500,000,000 of Interests (measured from the date of the Original DMA, as defined below), pursuant to the Confidential Program Description Memorandum, dated as of September 1, 2017 (as may be amended or supplemented from time to time, the Memorandum). The Company is a wholly-owned subsidiary of Black Creek Diversified Property Operating Partnership LP, a Delaware limited partnership (the Operating Partnership). The Operating Partnership is the entity through which Black Creek Diversified Property Fund Inc., a Maryla

Gladstone Land Corporation – AMENDED AND RESTATED DEALER MANAGER AGREEMENT 6,000,000 Shares of 6.00% Series B Cumulative Redeemable Preferred Stock $25.00 (May 31st, 2018)

Gladstone Land Corporation, a Maryland corporation (the Company), is offering an aggregate of 6,000,000 shares of its 6.00% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share (the Shares), for sale to the public (the Offering). Except as described in the Prospectus (as defined below) or in Section 5 hereof, the Shares are to be sold for a cash price of $25.00 per Share. This Amended and Restated Dealer Manager Agreement (this Agreement) supersedes and replaces the Dealer Manager Agreement, dated January 10, 2018. As of the date of this Agreement, no Shares have been sold.

Phillips Edison Grocery Center REIT III, Inc. – Dealer Manager Agreement (May 16th, 2018)

Phillips Edison Grocery Center REIT III, Inc., a Maryland corporation (the "Company"), is registering for public sale a maximum of up to $1.7 billion in shares (the "Shares") of its common stock, $0.01 par value per share (the "Offering"), to be issued and sold (consisting of up to $1.5 billion in any combination of Class T shares, to be offered in the primary portion of the Offering at an initial purchase price of $10.42 per share, Class I shares, to be offered in the primary portion of the Offering at an initial purchase price of $10.00 per share, and $0.2 billion in Class T and Class I shares to be offered pursuant to the Company's distribution reinvestment plan at a purchase price of $9.80 per share, all upon the other terms and subject to the conditions set forth in the Prospectus (as defined in Section 1.1 below). The Company reserves the right to reallocate the Shares offered between the primary portion of the Offering and the distribution reinvestment plan, and among classes of

Blackstone Real Estate Income Trust, Inc. – Amended and Restated Dealer Manager Agreement (May 1st, 2018)
Jones Lang LaSalle Income Property Trust, Inc. – Second Amendment to Dealer Manager Agreement (April 2nd, 2018)

THIS SECOND AMENDMENT TO DEALER MANAGER AGREEMENT (this "Amendment") dated April 2, 2018 (the "Amendment Date") is entered into by and among LaSalle Investment Management Distributors, LLC (the "Dealer Manager"), Jones Lang LaSalle Income Property Trust, Inc. (the "Company"), and JLLIPT Holdings LP, a Delaware limited partnership (the "Operating Partnership"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement (as defined below) as amended hereby.

Jones Lang LaSalle Income Property Trust, Inc. – Third Amendment to Dealer Manager Agreement (April 2nd, 2018)

THIS THIRD AMENDMENT TO DEALER MANAGER AGREEMENT (this "Amendment") dated April 2, 2018 (the "Amendment Date") is entered into by and between LaSalle Investment Management Distributors, LLC (the "Dealer Manager") and Jones Lang LaSalle Income Property Trust, Inc. (the "Company"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement (as defined below) as amended hereby.

Carter Validus Mission Critical REIT II, Inc. – Ninth Amendment to Amended and Restated Dealer Manager Agreement (March 13th, 2018)

This NINTH AMENDMENT TO THE AMENDED AND RESTATED DEALER MANAGER AGREEMENT (this "Ninth Amendment"), effective as of March 12, 2018 (the "Effective Date"), is entered into by and among CARTER VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation (the "Company"), CARTER VALIDUS ADVISORS II, LLC, a Delaware limited liability company (the "Advisor") and SC DISTRIBUTORS, LLC, a Delaware limited liability company (the "Dealer Manager"). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Dealer Manager Agreement (defined below).

Carter Validus Mission Critical REIT II, Inc. – Eighth Amendment to Amended and Restated Dealer Manager Agreement (February 21st, 2018)

This EIGHTH AMENDMENT TO THE AMENDED AND RESTATED DEALER MANAGER AGREEMENT (this "Eighth Amendment"), effective as of February 21, 2018 (the "Effective Date"), is entered into by and among CARTER VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation (the "Company"), CARTER VALIDUS ADVISORS II, LLC, a Delaware limited liability company (the "Advisor") and SC DISTRIBUTORS, LLC, a Delaware limited liability company (the "Dealer Manager"). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Dealer Manager Agreement (defined below).

Moody National REIT II, Inc. – Amendment No. 1 to Dealer Manager Agreement and Participating Dealer Agreement (January 16th, 2018)

This Amendment No. 1 to the Agreement and Participating Dealer Agreement (this "Amendment") is made and entered into as of this 16th day of January, 2018 by and among Moody National REIT II, Inc., a Maryland corporation (the "Company"), Moody National Operating Partnership II, L.P., a Delaware limited partnership and the Company's operating partnership subsidiary (the "Operating Partnership"), Moody Securities, LLC, Inc., a Delaware limited liability company (the "Dealer Manager"), and, solely with respect to the amendment of Section 5.2 of the Agreement and the amendments to Section III, IV and V of the Participating Dealer Agreement as set forth below, Moody National Advisor II, LLC, a Delaware limited liability company and the Company's advisor (the "Advisor").

Gladstone Land Corporation – DEALER MANAGER AGREEMENT 6,000,000 Shares of 6.00% Series B Cumulative Redeemable Preferred Stock Primary Offering $25.00 500,000 Shares of 6.00% Series B Cumulative Redeemable Preferred Stock Dividend Reinvestment Plan $25.00 (January 10th, 2018)

Gladstone Land Corporation, a Maryland corporation (the Company), is offering an aggregate of 6,500,000 shares of its 6.00% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share (the Shares), for sale to the public (the Offering), of which 6,000,000 Shares are intended to be offered pursuant to the primary offering and 500,000 Shares are intended to be offered pursuant to the Companys dividend reinvestment plan (the DRIP) to those holders of Shares who elect to participate in such DRIP. The Company reserves the right to reallocate the Shares being offered between the primary offering and the DRIP. Except as described in the Prospectus (as defined below) or in Section 5 hereof, the Shares are to be sold pursuant to the primary offering and the DRIP for a cash price of $25.00 per Share. The redemption price per Share will be equal to $23.50 in cash and will be subject to an annual limit of 5.00% of the total aggregate sale price of Shares sold from January through No

Bluerock Residential Growth REIT, Inc. – BLUEROCK RESIDENTIAL GROWTH REIT, INC. Up to $435,000,000 of Units, Consisting of 435,000 Shares of Series B Redeemable Preferred Stock, Par Value $.01 Per Share, and Warrants to Purchase 8,700,000 Shares of Class a Common Stock DEALER MANAGER AGREEMENT November 15, 2017 (November 20th, 2017)

Bluerock Residential Growth REIT, Inc. a Maryland corporation (the "Company"), has proposed to offer for public sale (the "Offering") a maximum of $435,000,000 of Units, consisting of 435,000 Shares of Series B Redeemable Preferred Stock, $0.01 par value per share (the "Series B Redeemable Preferred Stock"), and Warrants to purchase 8,700,000 Shares of Class A Common Stock (the "Warrants," and together with the Series B Redeemable Preferred Stock, the "Units").. Each Unit consists of (i) one share of Series B Redeemable Preferred Stock, with a liquidation preference of $1,000 per share, and (ii) one Warrant to purchase 20 shares of Class A common stock, $0.01 par value per share (each a "Class A Share"). The Units are to be issued and sold to the public on a "best efforts" basis through you (the "Dealer Manager") as the managing dealer and the broker-dealers participating in the Offering (the "Participating Broker-Dealers") at a price of $1,000.00 per Unit. The price at which Units wi

Terra Income Fund 6, Inc. – TERRA CAPITAL MARKETS, LLC SECOND AMENDED AND RESTATED DEALER MANAGER AGREEMENT September 30, 2017 (November 20th, 2017)
Carter Validus Mission Critical REIT II, Inc. – Seventh Amendment to Amended and Restated Dealer Manager Agreement (November 9th, 2017)

This SEVENTH AMENDMENT TO THE AMENDED AND RESTATED DEALER MANAGER AGREEMENT (this "Seventh Amendment"), effective as of November 8, 2017 (the "Effective Date"), is entered into by and among CARTER VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation (the "Company"), CARTER VALIDUS ADVISORS II, LLC, a Delaware limited liability company (the "Advisor") and SC DISTRIBUTORS, LLC, a Delaware limited liability company (the "Dealer Manager"). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Dealer Manager Agreement (defined below).

KKR Income Opportunities Fund – KKR INCOME OPPORTUNITIES FUND 5,085,079 Shares of Beneficial Interest Issuable Upon Exercise of Transferable Rights to Subscribe for Such Shares DEALER MANAGER AGREEMENT (October 19th, 2017)

Each of KKR Income Opportunities Fund, a Delaware statutory trust (the Fund), and KKR Credit Advisors (US) LLC, a Delaware limited liability company (the Adviser), hereby confirms the agreement with and appointment of UBS Securities LLC to act as dealer manager (the Dealer Manager) in connection with the issuance by the Fund to the holders of record (the Record Date Shareholders) at the close of business on the record date set forth in the Prospectus (as defined below) (the Record Date) transferable rights entitling such Record Date Shareholders to subscribe for up to 5,085,079 shares (each, a Share, and collectively, the Shares) of beneficial interest, par value $0.001 per share (the Common Shares), of the Fund (the Offer). Pursuant to the terms of the Offer, the Fund is issuing each Record Date Shareholder one transferable right (each, a Right, and collectively, the Rights) for each Common Share held by such Record Date Shareholder on the Record Date. Such Rights entitle their hold

KBS Growth & Income REIT, Inc. – KBS GROWTH & INCOME REIT, INC. Shares of Class a Common Stock Accredited Investors Only DEALER MANAGER AGREEMENT (October 5th, 2017)

THIS AGREEMENT is entered into as of September 29, 2017 by and among KBS Growth & Income REIT, Inc. (the "Company"), KBS Capital Advisors, LLC (the "Advisor") and North Capital Private Securities Corporation ("NCPS" or the "Dealer Manager") in connection with the offering and sale by the Company of up to $500,000,000 of shares of Class A common stock of the Company (the "Shares"), subject to increase at the option of the Company, to "accredited investors" as that term is defined in the Securities Act of 1933, as amended (the "Securities Act") and Regulation D promulgated thereunder ("Regulation D"), in a private offering exempt from registration pursuant to Rule 506(c) of Regulation D (the "Offering"). The Company desires for NCPS to act as its agent in connection with the Offering.

Cole Credit Property Trust V, Inc. – Up to $1,500,000,000 of Shares of Class a Common Stock and Class T Common Stock SECOND AMENDED AND RESTATED DEALER MANAGER AGREEMENT August 1, 2017 (August 2nd, 2017)

This Second Amended and Restated Dealer Manager Agreement (the "Agreement") amends, restates and replaces in full that certain Amended and Restated Dealer Manager Agreement dated April 29, 2016 by and between Cole Credit Property Trust V, Inc., a Maryland corporation (the "Company"), and Cole Capital Corporation (the "Dealer Manager"), as amended by that certain Amendment No. 1 to Amended and Restated Dealer Manager Agreement between the Company and the Dealer Manager dated October 5, 2016.

Bluerock Residential Growth REIT, Inc. – Amendment to Dealer Manager Agreement Bluerock Residential Growth Reit, Inc. (July 21st, 2017)

RE:Offering of shares of Series B Redeemable Preferred Stock (the "Series B Redeemable Preferred Stock") of Bluerock Residential Growth REIT, Inc., a Maryland corporation (the "Company") and Warrants to purchase shares of Class A Common Stock of the Company (the "Warrants," and together with the Series B Redeemable Preferred Stock, the "Units"); Amendment to Dealer Manager Agreement

Sierra Income Corp – First Amendment to Second Amended and Restated Dealer Manager Agreement (June 16th, 2017)

This First Amendment to the Second Amended and Restated Dealer Manager Agreement (this "Amendment") is effective as of June 15, 2017, by and among Sierra Income Corporation, a Maryland corporation (the "Company") that has elected to be treated as a business development company (a "BDC") under the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the "Investment Company Act"), SIC Advisors LLC, a Delaware limited liability company (the "Advisor") and SC Distributors, LLC, a Delaware limited liability company (the "Dealer Manager"). The Company, the Advisor and the Dealer Manager are collectively referred to herein as the "Parties." Capitalized terms used but not defined herein shall have the meaning set forth in the Dealer Manager Agreement (defined below).

Steadfast Apartment REIT III, Inc. – Steadfast Apartment Reit Iii, Inc. Amendment No. 1 to the Amended and Restated Dealer Manager Agreement (June 1st, 2017)

This Amendment No. 1 to the Amended and Restated Dealer Manager Agreement (this "Amendment") is effective as of June 1, 2017, by and among Steadfast Apartment REIT III, Inc., a Maryland corporation (the "Company"), Steadfast Apartment REIT III Operating Partnership, L.P., a Delaware limited partnership that serves as the Company's operating partnership subsidiary (the "Operating Partnership"), and Steadfast Capital Markets Group, LLC, a Delaware limited liability company (the "Dealer Manager"). The Company, the Operating Partnership and the Dealer Manager are collectively referred to herein as the "Parties." Capitalized terms used but not defined herein shall have the meaning set forth in the Dealer Manager Agreement (as defined below).

Carter Validus Mission Critical REIT II, Inc. – Sixth Amendment to Amended and Restated Dealer Manager Agreement (May 30th, 2017)

This SIXTH AMENDMENT TO THE AMENDED AND RESTATED DEALER MANAGER AGREEMENT (this "Sixth Amendment"), effective as of May 26, 2017 (the "Effective Date"), is entered into by and among CARTER VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation (the "Company"), CARTER VALIDUS ADVISORS II, LLC, a Delaware limited liability company (the "Advisor") and SC DISTRIBUTORS, LLC, a Delaware limited liability company (the "Dealer Manager"). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Dealer Manager Agreement (defined below).

Strategic Storage Trust IV, Inc. – Amendment No. 1 to Dealer Manager Agreement and Participating Dealer Agreement (May 25th, 2017)

This Amendment No. 1 to Dealer Manager Agreement and Participating Dealer Agreement (this Amendment) is made and entered into as of this 25th day of May, 2017 by and among Strategic Storage Trust IV, Inc., a Maryland corporation (the Company) and Select Capital Corporation, a California corporation (the Dealer Manager).

TriLinc Global Impact Fund LLC – DEALER MANAGER AGREEMENT TRILINC GLOBAL IMPACT FUND, LLC Units of Limited Liability Company Interests (May 25th, 2017)

This Dealer Manager Agreement (this "Agreement"), dated as of May 19, 2017 is entered into by and among TriLinc Global Impact Fund, LLC, a Delaware limited liability company (the "Issuer"), TriLinc Advisors, LLC, a Delaware limited liability company, in its capacity as advisor to the Issuer (the "Advisor"), and SC Distributors, LLC, a Delaware limited liability company (the "Dealer Manager"). The Issuer, the Advisor and the Dealer Manager are collectively referred to herein as "Parties" and each as a "Party."

Carey Credit Income Fund 2016 T – SECOND AMENDED AND RESTATED DEALER MANAGER AGREEMENT April 12, 2017 (April 17th, 2017)
CNL Healthcare Properties II, Inc. – Amended and Restated Dealer Manager Agreement Cnl Healthcare Properties Ii, Inc. (March 24th, 2017)

THIS AMENDED AND RESTATED DEALER MANAGER AGREEMENT (this Agreement) is made and entered into as of the 20th day of March, 2017, between CNL HEALTHCARE PROPERTIES II, INC., a Maryland corporation (the Company) and CNL SECURITIES CORP., a Florida corporation (the Dealer Manager), and amends, restates and replaces in full that certain Dealer Manager Agreement dated March 2, 2016 between the Company and the Dealer Manager.

Moody National REIT II, Inc. – Amendment No. 1 to the Amended and Restated Dealer Manager Agreement (March 20th, 2017)

This Amendment No. 1 to the Amended and Restated Dealer Manager Agreement (this "Amendment") is made and entered into as of March 20, 2017 by and among Moody Securities, LLC (the "Dealer Manager"), Moody National REIT II, Inc. (the "Company"), and Moody National Operating Partnership II, L.P. (the "Operating Partnership"). The Dealer Manager, the Company and the Operating Partnership are collectively referred to herein as the "Parties." Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement (as defined below).

RREEF Property Trust, Inc. – First Amendment to Dealer Manager Agreement (February 17th, 2017)

THIS FIRST AMENDMENT TO THAT CERTAIN DEALER MANAGER AGREEMENT, dated February 16, 2017 (this "Amendment") is entered into by and among DEUTSCHE AM DISTRIBUTORS, INC. (the "Dealer Manager"), RREEF PROPERTY TRUST, INC. (the "Company"), and RREEF PROPERTY OPERATING PARTNERSHIP, LP, (the "Operating Partnership"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Agreement (as defined below) as amended hereby.

Griffin-American Healthcare REIT IV, Inc. – Amendment No. 2 to Dealer Manager Agreement (February 17th, 2017)

This AMENDMENT NO. 2 TO DEALER MANAGER AGREEMENT (this "Amendment") dated February 13, 2017 and made effective as of March 1, 2017, is made by and among Griffin-American Healthcare REIT IV, Inc., a Maryland corporation (the "Company"), Griffin Capital Securities, LLC, a Delaware limited liability company (the "Dealer Manager"), and, solely with respect to the amendment of Section 3.3 of the Dealer Manager Agreement dated February 16, 2016, as amended by Amendment No. 1 to Dealer Manager Agreement dated June 17, 2016 (collectively, the "Dealer Manager Agreement") as set forth below, Griffin-American Healthcare REIT IV Advisor, LLC (the "Advisor").

Carter Validus Mission Critical REIT II, Inc. – Fifth Amendment to Amended and Restated Dealer Manager Agreement (February 10th, 2017)

This FIFTH AMENDMENT TO THE AMENDED AND RESTATED DEALER MANAGER AGREEMENT (this "Fifth Amendment"), effective as of February 9, 2017 (the "Effective Date"), is entered into by and among CARTER VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation (the "Company"), CARTER VALIDUS ADVISORS II, LLC, a Delaware limited liability company (the "Advisor") and SC DISTRIBUTORS, LLC, a Delaware limited liability company (the "Dealer Manager"). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Dealer Manager Agreement (defined below).

PROVECTUS BIOPHARMACEUTICALS, INC. DEALER-MANAGER AGREEMENT January 30, 2017 (February 3rd, 2017)
Inland Residential Properties Trust, Inc. – Inland Residential Properties Trust, Inc. Third AMENDED AND RESTATED Dealer Manager Agreement February 2, 2017 (February 2nd, 2017)

Inland Residential Properties Trust, Inc., a Maryland corporation formed on December 19, 2013 (the "Company"), is offering upon the terms and conditions set forth in the Prospectus (as defined below) (i) on a "reasonable best efforts" basis up to $1 billion of shares of common stock in the primary offering (the "Primary Offering"), to the public, in any combination of Class A Shares ($25.00 per share), Class T Shares ($23.95 per share) and Class T-3 Shares ($24.14 per share) (individually the "Class A Shares," the "Class T Shares" and the "Class T-3 Shares," and collectively, the "Shares"); and (ii) up to $190 million in shares at a purchase price of $23.75 per Class A Share, $22.81 per Class T Share and $22.81 per Class T-3 Share, in any combination, for issuance through the Company's distribution reinvestment plan (the "DRP," and together with the Primary Offering, the "Offering"). Each subscriber will be required to enter into a subscription agreement substantially in the form of th

PROVECTUS BIOPHARMACEUTICALS, INC. DEALER-MANAGER AGREEMENT January , 2017 (January 26th, 2017)
CION Investment Corp – CION INVESTMENT CORPORATION UP TO 100,000,000 SHARES OF COMMON STOCK, $0.001 PAR VALUE PER SHARE (A Maryland Corporation) AMENDED AND RESTATED FOLLOW-ON DEALER MANAGER AGREEMENT (January 4th, 2017)
Cemtrex Inc – Dealer-Manager Agreement (December 27th, 2016)