Selling Agent Agreement Sample Contracts

Exhibit 1(d) SELLING AGENT AGREEMENT by and among General Electric Capital Corporation
Selling Agent Agreement • March 29th, 2006 • General Electric Capital Corp • Personal credit institutions • New York
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ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENT
Selling Agent Agreement • March 28th, 2014 • Aaa Capital Energy Fund L.P. • Security & commodity brokers, dealers, exchanges & services • New York

This Alternative Investment Selling Agent Agreement (“Agreement”) is dated as of November 12, 2013, by and among each of the limited partnerships listed on Schedule 1 hereto (each, a “Partnership,” and together, the “Partnerships”), Ceres Managed Futures LLC, a Delaware limited liability company (the “General Partner”), and Morgan Stanley Smith Barney LLC, a Delaware limited liability company, currently doing business as Morgan Stanley Wealth Management (“MSSB”). Partnerships may be added to this Agreement upon the agreement of the General Partner and MSSB. The listing of such partnership on Schedule 1 hereto shall be evidence of such agreement. This Agreement supersedes all prior agreements between each Partnership, MSSB and the General Partner.

THE FRONTIER FUND Denver, Colorado SELLING AGENT AGREEMENT
Selling Agent Agreement • February 2nd, 2010 • FRONTIER MASTERS SERIES, a Series of the Frontier Fund • Commodity contracts brokers & dealers • Delaware
AMENDED AND RESTATED SELLING AGENT AGREEMENT by and among Bank of America Corporation and the Agents named herein
Selling Agent Agreement • August 2nd, 2021 • BAC Capital Trust XIII • National commercial banks • New York

[Any other terms and conditions agreed to by the Purchasing Agent and the Company, including, without limitation, a minimum denomination other than $1,000 and whether the Notes will be listed on an exchange.]

AMENDED AND RESTATED ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENT
Selling Agent Agreement • March 8th, 2016 • Tactical Diversified Futures Fund L.P. • Real estate investment trusts • New York

This Amended and Restated Alternative Investment Selling Agent Agreement (“Agreement”) is dated as of March 3, 2016, by and among each of the limited partnerships listed on Schedule 1 hereto (each, a “Partnership,” and together, the “Partnerships”), Ceres Managed Futures LLC, a Delaware limited liability company (the “General Partner”), and Morgan Stanley Smith Barney LLC, a Delaware limited liability company, currently doing business as Morgan Stanley Wealth Management (“MSSB” or “Placement Agent”). Partnerships may be added to this Agreement upon the agreement of the General Partner and MSSB, pursuant to the form of joinder attached as Appendix B to this Agreement. The listing of such partnership on Schedule 1 hereto shall be evidence of such agreement. This Agreement supersedes all prior agreements between each Partnership, MSSB and the General Partner.

SELLING AGENT AGREEMENT
Selling Agent Agreement • February 13th, 2020 • Prospect Capital Corp • New York

In the event that any Agent that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

AMENDMENT TO THE AMENDED AND RESTATED ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENT
Selling Agent Agreement • July 8th, 2020 • Ceres Tactical Systematic L.P. • Commodity contracts brokers & dealers • New York

This amendment (“Amendment”) dated as the 23rd day of June, 2020 to the Amended and Restated Alternative Investment Selling Agent Agreement (the “Agreement”) dated as of March 3, 2016, as amended from time to time, by and among each of the limited partnerships listed on Schedule 1 hereto (each, a “Partnership,” and together, the “Partnerships”), Ceres Managed Futures LLC, a Delaware limited liability company (the “General Partner”), and Morgan Stanley Smith Barney LLC, a Delaware limited liability company, currently doing business as Morgan Stanley Wealth Management (“MSSB” or “Placement Agent”). Capitalized terms used herein but not otherwise defined shall have the respective meanings assigned to them in the Agreement.

Exhibit 1.1 CONOLOG CORPORATION SELLING AGENT AGREEMENT
Selling Agent Agreement • December 10th, 2004 • Conolog Corp • Electronic components, nec • New York
ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENT
Selling Agent Agreement • November 8th, 2018 • Ceres Tactical Currency L.P. • Commodity contracts brokers & dealers • New York

This Alternative Investment Selling Agent Agreement (“Agreement”) is dated as of November 1, 2018, by and among each of the limited partnerships listed on Schedule 1 hereto (each, a “Partnership,” and together, the “Partnerships”), Ceres Managed Futures LLC, a Delaware limited liability company (the “General Partner”), Morgan Stanley Distribution Inc., a corporation incorporated under the laws of the Commonwealth of Pennsylvania (“MSDI” or “Selling Agent”), Harbor Investment Advisory, LLC, a Maryland limited liability company (“Harbor” or “Sub-Selling Agent”). Partnerships may be added to this Agreement upon the agreement of the General Partner, Selling Agent and Sub-Selling Agent, pursuant to the form of joinder attached as Appendix B to this Agreement. The listing of such partnership on Schedule 1 hereto shall be evidence of such agreement. This Agreement supersedes and replaces the Alternative Investment Selling Agent Agreement, dated January 19, 2018, between each Partnership, Gene

UP TO 25,000,000 UNITS OF LIMITED PARTNERSHIP INTERESTS of SQN ASSET INCOME FUND V, L.P. (a Delaware limited partnership) SELLING AGENT AGREEMENT
Selling Agent Agreement • July 28th, 2016 • SQN Asset Income Fund V, L.P. • Services-equipment rental & leasing, nec • New York

SQN AIF V GP, LLC, a Delaware limited liability company (the “General Partner”), as General Partner of SQN ASSET INCOME FUND V, L.P., a Delaware limited partnership (the “Partnership”), confirms its agreement with SQN Securities, LLC, a Delaware limited liability company (the “Selling Agent”), pursuant to which the Selling Agent is authorized to offer directly to the general public on a “best efforts” basis, a total maximum offering of up to 25,000,000 limited liability partnership interests (the “Units”) of the Partnership, at a public offering price of $10 per Unit (the “Offering”).

ALTERNATIVE INVESTMENT SELLING AGENT AGREEMENT
Selling Agent Agreement • January 25th, 2018 • Managed Futures Premier Graham L.P. • Commodity contracts brokers & dealers • New York

This Alternative Investment Selling Agent Agreement (“Agreement”) is dated as of January 19, 2018 by and among each of the limited partnerships listed on Schedule 1 hereto (each, a “Partnership,” and together, the “Partnerships”), Ceres Managed Futures LLC, a Delaware limited liability company (the “General Partner”), and Harbor Investment Advisory LLC, a Maryland Limited Liability Company (“Harbor” or “Selling Agent”). Partnerships may be added to this Agreement upon the agreement of the General Partner and Selling Agent, pursuant to the form of joinder attached as Appendix B to this Agreement. The listing of such partnership on Schedule 1 hereto shall be evidence of such agreement. This Agreement supersedes all prior agreements between each Partnership, Selling Agent and the General Partner.

CONOLOG CORPORATION SELLING AGENT AGREEMENT
Selling Agent Agreement • December 1st, 2010 • Conolog Corp • Electronic components, nec • New York

Conolog Corporation (the “Company”) proposes to offer for sale (the “Offering”) in a private offering pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”) (i) up to One Million Dollars ($l,000,000) of convertible debentures convertible into shares of common stock (“Convertible Debentures”); (ii) common stock warrants (the “Warrants”); and (iii) Class B warrants (“Class B Warrants”) exercisable for 36 months into the Convertible Debentures (collectively, the “Securities”). Offers and sales of the Securities shall be to Accredited Investors (as defined in Regulation D promulgated by the Securities and Exchange Commission) or “qualified institutional buyers” as defined under Rule 144A. This letter agreement shall confirm our agreement concerning Garden State Securities, Inc. acting as exclusive selling or placement agent (the “Selling Agent” or “GSS”)) in connection with the sale of the Securities.

SELLING AGENT AGREEMENT by and among Prudential Financial, Inc. and the Agents named herein
Selling Agent Agreement • March 11th, 2009 • Prudential Financial Capital Trust Iii • Life insurance • New York

This Agreement may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Facsimile signatures shall be deemed original signatures.

Re: BROOKSHIRETM RAW MATERIALS (U.S.) TRUST PLACEMENT AGREEMENT
Selling Agent Agreement • April 15th, 2008 • Brookshire Raw Materials (U.S.) Energy USD Fund • Commodity contracts brokers & dealers • Delaware

Brookshire Raw Materials Management, LLC, a Delaware limited liability company (the “Managing Owner”), has caused the formation, on August 17, 2006, of a statutory trust pursuant to the Delaware Statutory Trust Act (the “Trust Act”), under the name Brookshire Raw Materials (U.S.) Trust (the “Trust”), for the purpose of engaging in the speculative trading of commodity futures and forward contracts. CSC Trust Company of Delaware, a Delaware company (the “Trustee”), is the trustee of the Trust and has delegated substantially all responsibility for the management of the Trust’s business and affairs to the Managing Owner. The Amended and Restated Declaration of Trust and Trust Agreement dated as of , 2007 (the “Trust Agreement”) sets forth the terms of the Trust. Capitalized terms not defined in this Placement Agreement have the meanings assigned to such terms in the Registration Statement (as hereinafter defined) and/or the Trust Agreement.

AZURRX BIOPHARMA, INC. SELLING AGENT AGREEMENT
Selling Agent Agreement • May 14th, 2019 • AzurRx BioPharma, Inc. • Pharmaceutical preparations • New York

AzurRx Biopharma, Inc., a corporation organized and existing under the laws of State of Delaware (the “Company”), proposes to issue and sell to the purchasers identified on Schedule A (each a “Purchaser” and collectively, the “Purchasers”), pursuant to the terms and conditions of this Selling Agent Agreement (this “Agreement”), up to an aggregate of $2,883,842.00 in shares (the “Shares”) of common stock, par value $0.0001, of the Company (“Common Stock”). The Company hereby confirms its agreement with Alexander Capital L.P. (the “Selling Agent”) to act as Selling Agent in accordance with the terms and conditions hereof.

SELLING AGENT AGREEMENT
Selling Agent Agreement • August 13th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California

This letter (this “Agreement”) constitutes the agreement between Hightimes Holding Corp., a Delaware corporation (the “Company”) and NMS Capital Advisors, LLC. (“NMS Capital” or the “Selling Agent”) pursuant to which NMS Capital shall serve as the managing Selling Agent for the Company, on a “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly acknowledges and agrees that NMS Capital’s obligations hereunder are on a “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by NMS Capital to purchase or sell any shares of Class A Common Stock of the Company (the “Securities”) and does not ensure the successful placement of the Securities or any portion thereof or the success of NMS Capital placing the Securities.

SELLING AGENT AGREEMENT by and among PACCAR Financial Corp., as Issuer, INCAPITAL LLC, as Purchasing Agent, and the Agents named herein November 5, 2015
Selling Agent Agreement • November 5th, 2015 • Paccar Financial Corp • Short-term business credit institutions • New York

This Agreement may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Facsimile signatures shall be deemed original signatures.

JOHN HANCOCK LIFE INSURANCE COMPANY SignatureNotes WITH MATURITIES OF TWELVE MONTHS OR MORE FROM DATE OF ISSUE (FULLY AND UNCONDITIONALLY GUARANTEED BY MANULIFE FINANCIAL CORPORATION) SELLING AGENT AGREEMENT
Selling Agent Agreement • July 8th, 2005 • Hancock John Life Insurance Co • Life insurance • New York

This Agreement may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SELLING AGENT AGREEMENT by and among Incapital Trust Products II Trust ___, Incapital Trust Products II LLC and the Agents named herein
Selling Agent Agreement • July 29th, 2015 • Incapital Trust Products II LLC • Asset-backed securities • New York

This Agreement may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Facsimile signatures shall be deemed original signatures.

Exhibit No. 1.01 SELLING AGENT AGREEMENT
Selling Agent Agreement • January 21st, 2005 • Quadriga Superfund • Commodity contracts brokers & dealers • Illinois
BEACON ENTERPRISE SOLUTIONS GROUP, INC. SELLING AGENT AGREEMENT
Selling Agent Agreement • December 29th, 2009 • Beacon Enterprise Solutions Group Inc • Telephone communications (no radiotelephone) • New York

BEACON ENTERPRISE SOLUTIONS GROUP, INC., a corporation organized under the laws of Nevada (the “Company”), proposes to offer for sale (the “Offering”) in a private offering pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”) an aggregate amount of up to $3,000,000 (the “Offering Amount”) of units (each a “Unit,” and, collectively, the “Units”) at a price of $0.80 per Unit (the “Offering”). Each Unit consists of (i) one share of the Company Common Stock (the “Company Common Stock”) and (ii) a five (5) year warrant (the “Investor Warrants”) to purchase 0.50 shares of the Company Common Stock at a price of $1.00 per share. The Company reserves the right to increase the Offering Amount by 1,250,000 Units or $1,000,000 of gross proceeds in its discretion. The Units, Company Common Stock and Investor Warrants are sometimes collectively referred to as the “Securities”). This letter agreement shall confirm our agreement concerning [NAME OF SELLING AGEN

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FORM OF CONOLOG CORPORATION
Selling Agent Agreement • January 25th, 2006 • Conolog Corp • Electronic components, nec • New York
SELLING AGENT AGREEMENT by and among Priority Income Fund, Inc., Priority Senior Secured Income Management, LLC, Prospect Administration LLC, InspereX LLC and the Agents named herein and added from time to time
Selling Agent Agreement • April 14th, 2022 • Priority Income Fund, Inc. • Illinois

If this Agreement is executed by or on behalf of any party, such person hereby states that at the time of the execution of this Agreement he has no notice of revocation of the power of attorney by which he has executed this Agreement as such attorney.

ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. SELLING AGENT AGREEMENT Dated September 22, 2010
Selling Agent Agreement • September 20th, 2010 • Rogers International Raw Materials Fund Lp • Commodity contracts brokers & dealers • Illinois
SELLING AGENT AGREEMENT
Selling Agent Agreement • February 12th, 2009 • Superfund Gold, L.P. • Commodity contracts brokers & dealers • Illinois
STANDARD SELLING AGENT AGREEMENT TERMS PROTECTIVE LIFE INSURANCE COMPANY INTERNOTES® PROGRAM
Selling Agent Agreement • November 26th, 2008 • Protective Life Insurance Co • Life insurance • New York

Signatories. If the Selling Agent Agreement is executed by or on behalf of any party, such person hereby states that at the time of the execution of the Selling Agent Agreement he has no notice of revocation of the power of attorney by which he has executed the Selling Agent Agreement as such attorney.

Exhibit 1.01 SELLING AGENT AGREEMENT
Selling Agent Agreement • October 11th, 2002 • Quadriga Superfund • Commodity contracts brokers & dealers • Illinois
SELLING AGENT AGREEMENT
Selling Agent Agreement • November 9th, 2010 • Lifeloc Technologies Inc • Laboratory analytical instruments • Colorado

The following will confirm our agreement relating to the exercise of certain Warrants to purchase up to 2,422,416 shares of common stock, no par value (the “Warrants”) of Lifeloc Technologies, Inc., a Colorado corporation (the “Company”), as set forth in the Company’s registration statement on Form S-1 (Registration Number 333-167659) (as the same may be amended from time to time, the “Registration Statement”) as initially declared effective by the Securities and Exchange Commission (the “Commission”) on , 2010. Pursuant to the terms of that certain Warrant Agreement by and between the Company and Corporate Stock Transfer, Inc., as warrant agent (the “Warrant Agreement”), the Warrants will be exercisable until May 3, 2020 at an exercise price of $1.00 per share of Common Stock (the “Exercise Price”).

RECITALS
Selling Agent Agreement • May 11th, 2004 • Cytomedix Inc • Services-commercial physical & biological research • Arkansas
ALLY FINANCIAL INC. ALLY FINANCIAL TERM NOTES DUE FROM NINE MONTHS TO THIRTY YEARS FROM DATE OF ISSUE SELLING AGENT AGREEMENT August 31, 2022
Selling Agent Agreement • August 31st, 2022 • Ally Financial Inc. • State commercial banks • Illinois

the Act and the Indenture qualified with respect to the relevant Shelf Securities under the Trust Indenture Act of 1939, as amended, upon the filing of the registration statement with the Commission on August 6, 2021 and upon the filing of the Post-Effective Amendment with the Commission on the date of the Selling Agent Agreement pursuant to Rule 462(e) under the Act. The registration statement, as amended by the Post-Effective Amendment, at the date of the Selling Agent Agreement, including the Incorporated Documents and the information deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is hereinafter referred to as the “Registration Statement,” and the related prospectus (including the Incorporated Documents) dated as of August 31, 2022 relating to the Notes is hereinafter referred to as the “Prospectus.”

Charles Schwab & Co., Inc. San Francisco, California 94104 SELLING AGENT AGREEMENT
Selling Agent Agreement • June 8th, 2004 • Excelsior Buyout Investors LLC • California

This is to confirm that, in consideration of the agreements hereinafter contained, UST Securities Corp. (the “Selling Agent”), EXCELSIOR BUYOUT INVESTORS, LLC (the “Company”), a Delaware limited liability company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) and CHARLES SCHWAB & CO., INC. (“Schwab”), the distributor for the Company, have agreed that the Selling Agent shall serve as selling agent of the units of beneficial interest (the “Units”) of the Company.

SELLING AGENT AGREEMENT by and among Ford Motor Credit Company LLC and the Agents named herein May 13, 2011
Selling Agent Agreement • May 4th, 2012 • Ford Motor Credit Co LLC • Miscellaneous business credit institution • Illinois

This Agreement may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. Facsimile signatures shall be deemed original signatures.

SELLING AGENT AGREEMENT
Selling Agent Agreement • June 13th, 2008 • Superfund Gold, L.P. • Illinois
RECITALS
Selling Agent Agreement • May 11th, 2004 • Cytomedix Inc • Services-commercial physical & biological research • Arkansas
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