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$51	Preview Full Doc	2003	Advisory Agreement Advisory Agreement (77K) Doc #115868: Click preview link for longer preview. ADVISORY AGREEMENT THIS ADVISORY AGREEMENT, dated as of April 1, 2003, is between CNL HOSPITALITY PROPERTIES, INC., a corporation organized under the laws of the State of Maryland (the "Company") and CNL HOSPITALITY CORP., a corporation organized under the laws of the State of Florida (the "Advisor"). W I T N E S S E T H WHEREAS, the Company filed with the Securities and Exchange Commission ("SEC") a Registration Statement (No. 333-9943) on Form S-11 covering 16,500,000 of its common shares, par value $.01 per share ("Shares") to be offered to the public ("Initial Offering"); WHEREAS, the Company filed with the SEC a Registration Statement (No. 333-67787) on Form S-11 covering 27,500,000 of its Shares to be offered to the public ("1999 Offering"); WHEREAS, the Company filed with the SEC a Registration Statement (No. 333-89691) on Form S-11 covering 45,000,000 of its Shares to be offered to the public (the "2000 Offering"); WHEREAS, the Company filed with the SEC a Registration Statement (No. 333-67124) on Form S-11 covering 45,000,000 of its Shares to be offered to the public (the "2002 Offering"); WHEREAS, the Company filed with the SEC a Registration Statement (No. 333-98047) on Form S-11 covering 175,000,000 of its Shares to be offered to the public (the "2003 Offering"), and the Company may subsequently issue securities other than such Shares ("Securities") or otherwise raise additional capital; WHEREAS, the Initial Offering was terminated on June 17, 1999 and the 1999 Offering of 27,500,000 Shares commenced; WHEREAS, the 1999 Offering terminated on September 14, 2000 and the 2000 Offering of 45,000,0000 Shares commenced; WHEREAS, the 2000 Offering terminated on April 22, 2002 and the 2002 Offering of 45,000,000 Shares commenced; WHEREAS, the 2002 Offering terminated on February 4, 2003 and the 2003 Offering of 175,000,000 Shares commenced; {PAGE} WHEREAS, the Company is currently qualified as a REIT (as defined below), and intends to continue to invest its funds in investments permitted by the terms of the Registration Statement and Sections 856 through 860 of the Code (as defined below); WHEREAS, the Company desires to avail itself of the experience, sources of information, advice, assistance and certain facilities available to the Advisor and to have the Advisor undertake the duties and responsibilities hereinafter set forth, on behalf of, and subject to the supervision, of the Board of Directors of the Company all as provided herein; and WHEREAS, the Advisor is willing to undertake to render such services, subject to the supervision of the Board of Directors, on the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto agree as follows: 115868	CNL Hospitality CNL Hospitality Properties, Inc. ( Real Estate ) As referenced in this Advisory Agreement: CNL HOSPITALITY PROPERTIES, INC – EX-10 {SEQUENCE}5 EXHIBIT 10.1 Advisory Agreement {PAGE} ADVISORY AGREEMENT THIS ADVISORY AGREEMENT, dated as of April 1, 2003, is between CNL HOSPITALITY PROPERTIES, INC ., a corporation organized under the laws of the State of Maryland (the "Company") and CNL HOSPITALITY CORP., a corporation organized under the _____________ CNL Hospitality Properties, Inc – same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time. Company. CNL Hospitality Properties, Inc ., a corporation organized under the laws of the State of Maryland. Company Property. Any and all property, real, personal or otherwise, tangible _____________ CNL Hospitality Properties, Inc – hand or by overnight mail or other overnight delivery service to the addresses set forth herein: To the Directors and to the Company: CNL Hospitality Properties, Inc . 450 South Orange Avenue Orlando, Florida 32801 To the Advisor: CNL Hospitality Corp. 450 South Orange Avenue Orlando, Florida 32801 Either party _____________ CNL HOSPITALITY PROPERTIES, INC – any of its Affiliates. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. CNL HOSPITALITY PROPERTIES, INC . By: /s/ James M. Seneff ------------------------------------- Name: James M. Seneff, Jr. Its: Chairman of the Board and co-Chief Executive Officer CNL HOSPITALITY _____________ dt 185401 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Advisory Agreement: Bank of New York – i) 1% above the prime rate of interest charged from time to time by The Bank of New York and (ii) the rate that would be charged to the Company by unrelated lending institutions dt 41448 ;	CNL Hospitality Corp.; CNL Retirement Properties Inc.
$41	Preview Full Doc	2003	Investment Advisory Agreement Investment Advisory Agreement (22K) Doc #117935: Click preview link for longer preview. INVESTMENT ADVISORY AGREEMENT THIS INVESTMENT ADVISORY AGREEMENT (this "AGREEMENT") is entered into and made effective as of the 1st day of June 2003 by and between GLADSTONE COMMERCIAL CORPORATION, a Maryland corporation (the "COMPANY"), and GLADSTONE MANAGEMENT CORPORATION, a Delaware corporation (the "ADVISER"). W I T N E S S E T H: WHEREAS, the Company intends to be treated as a real estate investment trust (REIT); WHEREAS, the Adviser is an investment adviser registered under the Investment Advisers Act of 1940, as amended (the "ADVISERS Act"), and the rules and regulations promulgated thereunder; WHEREAS, the Adviser desires to serve as the Company's investment adviser and, in connection therewith, to perform certain services for the Company with respect to the administration of the Company and its investment activities, in all cases under the supervision and control of the Company's Board of Directors and on the terms and subject to the conditions set forth herein; and WHEREAS, the Company desires to retain the Adviser to serve as its investment adviser and, in connection therewith, to perform certain administrative and investment advisory services under the supervision of the Company's Board of Directors and on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties hereto as herein set forth, the parties covenant and agree as follows: 1. APPOINTMENT OF ADVISER; DUTIES OF ADVISER. (A) The Company hereby retains the Adviser to serve as its investment adviser for the period and on the terms and subject to the conditions as set forth in this Agreement. (B) Subject to the supervision and control by the Company's Board of Directors, the Adviser shall: (I) (A) consistent with the Company's investment policies adopted by the Company's Board of Directors, as revised from time to 117935	Gladstone Gladstone Commercial Corp. ( Real Estate ) As referenced in this Investment Advisory Agreement: GLADSTONE COMMERCIAL – THIS INVESTMENT ADVISORY AGREEMENT (this "AGREEMENT") is entered into and made effective as of the 1st day of June 2003 by and between GLADSTONE COMMERCIAL CORPORATION, a Maryland corporation (the "COMPANY"), and GLADSTONE MANAGEMENT CORPORATION, a Delaware corporation (the "ADVISER"). W I T N E S S E _____________ Gladstone Commercial – as follows: If to the Adviser: Gladstone Management Corporation 1750 Tysons Blvd., 4th Floor McLean, VA 22102 Attn: President If to the Company: Gladstone Commercial Corporation 1750 Tysons Blvd., 4th Floor McLean, VA 22102 Attn: Chairman Any notice delivered pursuant to this Section 14 shall be deemed delivered _____________ GLADSTONE COMMERCIAL – LEFT INTENTIONALLY BLANK] 8. {PAGE} IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement as of the date first above written. GLADSTONE COMMERCIAL CORPORATION By: ___________________________________ David Gladstone Chairman of the Board and CEO GLADSTONE MANAGEMENT CORPORATION By: ___________________________________ Terry Brubaker President and COO 9. _____________ dt 113129
$49	Preview Full Doc	2002	Managing Dealer Agreement [Form] Managing Dealer Agreement [Form] (41K) Doc #124965: Click preview link for longer preview. MANAGING DEALER AGREEMENT THIS AGREEMENT, dated as of ___________, 2003, is made by and between CNL HOSPITALITY PROPERTIES, INC., a Maryland corporation (the "Company"); and CNL SECURITIES CORP., a Florida corporation (the "Managing Dealer"). WHEREAS, the Company proposes to offer and sell up to an aggregate of 175,000,000 shares of common stock in the Company (the "Shares") to the public pursuant to a public offering; WHEREAS, the Managing Dealer is registered with the National Association of Securities Dealers, Inc. as a broker-dealer, and is presently or, prior to any offers or sales of Shares, will be licensed in all fifty states, the District of Columbia, and the Commonwealth of Puerto Rico as a broker-dealer qualified to offer and sell to the public securities of the type represented by the Shares; and WHEREAS, the Company desires to retain the Managing Dealer to use its best efforts to sell the Shares and to manage the sale by others of the Shares, and the Managing Dealer is willing and desires to serve as the Managing Dealer for the Company for the sale of the Shares upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the Company and the Managing Dealer agree as follows: SECTION 1 DEFINITIONS Whenever used in this Agreement, the following terms shall have the following specified meanings. 1.1 "NASD" means the National Association of Securities Dealers, Inc. 1.2 "Offering" means the offering of up to 175,000,000 Shares of CNL HOSPITALITY PROPERTIES, INC. to the public pursuant to the terms and conditions of the Registration Statement. 1.3 "Offering Period" means the period commencing on the effective date of the Registration Statement and ending on the earliest of the following: (i) the later of one year after the initial date of the Prospectus or, at the Company's election, two years after the initial date of the Prospectus; (ii) the acceptance by the Company of subscriptions for 175,000,000 Shares, with up to 25,000,000 of such Shares available to investors who participate in the Company's dividend reinvestment plan; (iii) the termination of the Offering by the Company; (iv) the termination of the effectiveness of the Registration Statement; or (v) the termination of the Company. 1.4 "Participating Brokers" mean those broker-dealers engaged by the Managing Dealer to participate in the Offering pursuant to Paragraph 3.2. 1.5 "Prospectus" means the final prospectus included in the Registration Statement, pursuant to which the Company will offer Shares to the public, as the same may be amended or supplemented from time to time after the effective date of the Registration Statement. 1.6 "Registration Statement" means the registration statement pursuant to which the Company has registered the Shares with the SEC as provided in the Securities Act of 1933, as amended, as such registration statement may be amended or supplemented from time to time. 1.7 "SEC" means the Securities and Exchange Commission. 1.8 "Shares" mean the shares of Common Stock of the Company, par value $0.01 per share, with a purchase price of $10.00 per share. An aggregate of up to 175,000,000 Shares will be offered pursuant to the Registration Statement. 1.9 "State Regulatory Authorities" mean the commissions, departments, agencies or other authorities in the fifty states, the District of Columbia, and the Commonwealth of Puerto Rico which regulate the offer and sale of securities. 1.10 "Company" means CNL Hospitality Properties, Inc., a Maryland corporation. SECTION 2 APPOINTMENT Subject to the terms and conditions set forth in this Agreement, the Company hereby appoints the Managing Dealer as the managing dealer of the Offering to use its best efforts to sell up to 175,000,000 Shares of the Company and to manage the sale by others of such Shares for the Company's account. The Managing Dealer hereby accepts such appointment. SECTION 3 SALE OF SHARES 3.1 Best Efforts. The Managing Dealer shall use its best efforts during the Offering Period to sell or cause to be sold the Shares in such quantities and to such persons and in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement. Notwithstanding anything herein to the contrary, the Managing Dealer shall have no obligation under this Agreement to purchase any of the Shares for its own account. 3.2 Association of Other Broker-Dealers. The Company hereby acknowledges and agrees that the Managing Dealer may engage Participating Brokers to participate in the Offering, provided that (i) all Participating Brokers are registered with the NASD and are duly licensed by the State Regulatory Authorities in the jurisdictions in which they will offer and sell Shares or exempt from broker-dealer registration with the NASD and the State Regulatory Authorities, and (ii) all such engagements are evidenced by written agreements, the terms and conditions of which substantially conform to the form of Participating Broker Agreement approved by the Company and attached hereto as Exhibit A (the "Participating Broker Agreement"). The Managing Dealer is authorized to reallow so much of the commissions which it receives under Paragraph 4.1 to Participating Brokers as it sees fit. 124965	CNL Hospitality CNL Hospitality Properties, Inc. ( Real Estate ) As referenced in this Managing Dealer Agreement [Form]: CNL HOSPITALITY PROPERTIES, INC – 1.1 Form of Managing Dealer Agreement {PAGE} MANAGING DEALER AGREEMENT THIS AGREEMENT, dated as of ___________, 2003, is made by and between CNL HOSPITALITY PROPERTIES, INC ., a Maryland corporation (the "Company"); and CNL SECURITIES CORP., a Florida corporation (the "Managing Dealer"). WHEREAS, the Company proposes to offer and _____________ CNL HOSPITALITY PROPERTIES, INC – NASD" means the National Association of Securities Dealers, Inc. 1.2 "Offering" means the offering of up to 175,000,000 Shares of CNL HOSPITALITY PROPERTIES, INC . to the public pursuant to the terms and conditions of the Registration Statement. 1.3 "Offering Period" means the period commencing on _____________ CNL Hospitality Properties, Inc – states, the District of Columbia, and the Commonwealth of Puerto Rico which regulate the offer and sale of securities. 1.10 "Company" means CNL Hospitality Properties, Inc ., a Maryland corporation. SECTION 2 APPOINTMENT Subject to the terms and conditions set forth in this Agreement, the Company hereby appoints the _____________ CNL HOSPITALITY PROPERTIES, INC – such funds by the Managing Dealer. Such escrow account shall be denominated "ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF CNL HOSPITALITY PROPERTIES, INC ." Checks may be made payable to either the Escrow Agent or the Company. The Managing Dealer may authorize certain Participating Brokers which _____________ CNL Hospitality Properties, Inc – with the required postage, registered or certified mail, return receipt requested, to the intended recipient as set forth below. If to the Company: CNL Hospitality Properties, Inc . CNL Center at City Commons 450 South Orange Avenue Orlando, Florida 32801 Attention: James M. Seneff, Jr., Chairman of the Board If _____________ dt 185402 ; SouthTrust Bank SouthTrust Bank ( Financial ) As referenced in this Managing Dealer Agreement [Form]: SouthTrust Bank. – funds received by the Managing Dealer for the sale of Shares shall be deposited in an escrow account established by the Company at SouthTrust Bank. (the "Escrow Agent"), by the close of the first business day following receipt of such funds by the Managing Dealer. Such escrow _____________ dt 120791 ;	CNL Securities Corp.
$42	Preview Full Doc	2002	Participating Broker Agreement [Form] Participating Broker Agreement [Form] (47K) Doc #124966: Click preview link for longer preview. PARTICIPATING BROKER AGREEMENT CNL HOSPITALITY PROPERTIES, INC. THIS PARTICIPATING BROKER AGREEMENT (the "Agreement") is made and entered into as of the day indicated on Exhibit A attached hereto and by this reference incorporated herein, between CNL SECURITIES CORP., a Florida corporation (the "Managing Dealer"), and the Participating Broker (the "Broker") identified in Exhibit A hereto. WHEREAS, CNL HOSPITALITY PROPERTIES, INC. is a Maryland corporation (the "Company"); and WHEREAS, the Company proposes to offer and sell up to 175,000,000 shares of Common Stock of the Company (the "Shares") to the general public, pursuant to a public offering (the "Offering") of the Shares pursuant to a prospectus (the "Prospectus") filed with the Securities and Exchange Commission ("SEC"); and WHEREAS, the Managing Dealer, which has heretofore entered into a Managing Dealer Agreement with the Company pursuant to which it has been designated the managing dealer to sell and manage the sale by others of the Shares pursuant to the terms of such agreement and the Offering, is a corporation incorporated in and presently in good standing in the State of Florida, and is presently registered with the Florida Securities Commission and with the National Association of Securities Dealers, Inc. ("NASD") as a securities broker-dealer qualified to offer and sell to members of the public securities of the type represented by the Shares; and WHEREAS, the Broker is an entity, as designated in Exhibit A hereto, organized and presently in good standing in the state or states designated in Exhibit A hereto, presently registered as a broker-dealer with the NASD, and presently licensed by the appropriate regulatory agency of each state in which it will offer and sell the Shares as a securities broker-dealer qualified to offer and sell to members of the public securities of the type represented by the Shares or exempt from all such registration requirements; and WHEREAS, the Company has filed with the SEC a registration statement on Form S-11, including a preliminary or final prospectus, for the registration of the Shares under the Securities Act of 1933, as amended (such registration statement, as it may be amended, and the prospectus and exhibits on file with the SEC at the time the registration statement becomes effective, including any post-effective amendments or supplements to such registration statement or prospectus after the effective date of registration, being herein respectively referred to as the "Registration Statement" and the "Prospectus"); and WHEREAS, the offer and sale of the Shares shall be made pursuant to the terms and conditions of the Registration Statement and the Prospectus and, further, pursuant to the terms and conditions of all applicable securities laws of all states in which the Shares are offered and sold; and WHEREAS, the Managing Dealer desires to retain the Broker to use its best efforts to sell the Shares, and the Broker is willing and desires to serve as a broker for the Managing Dealer for the sale of the Shares upon the following terms and conditions; NOW, THEREFORE, in consideration of the premises and terms and conditions thereof, it is agreed between the Managing Dealer and the Broker as follows. 1. Employment. (a) Subject to the terms and conditions herein set forth, the Managing Dealer hereby employs the Broker to use its best efforts to sell for the account of the Company a portion of the Shares described in the Registration Statement, as specified on Exhibit A hereto. The Broker hereby accepts such employment and covenants, warrants and agrees to sell the Shares according to all of the terms and conditions of the Registration Statement, all applicable state and federal laws, including the Securities Act of 1933, as amended, and any and all regulations and rules pertaining thereto, heretofore or hereafter issued by the SEC and the NASD. Neither the Broker nor any other {PAGE} person shall have any authority to give any information or make any representations in connection with any offer or sale of the Shares other than as contained in the Prospectus, as amended and supplemented, and as is otherwise expressly authorized in writing by the Managing Dealer. (b) The Broker shall use its best efforts, promptly following receipt of written notice from the Managing Dealer of the effective date of the Registration Statement, to sell the Shares in such quantities and for the account of Company as shall be agreed between the Broker and the Managing Dealer and specified on Exhibit A hereto, and to such persons and according to all such terms as are contained in the Registration Statement and the Prospectus. The Broker shall comply with all requirements set forth in the Registration Statement and the Prospectus. The Broker shall use and distribute, in connection with the offer and sale of the Shares, only the Prospectus and such sales literature and advertising as shall conform in all respects to any restrictions of local law and the applicable requirements of the Securities Act of 1933, as amended, and which has been approved in writing by the Company or the Managing Dealer. The Managing Dealer reserves the right to establish such additional procedures as it may deem necessary to ensure compliance with the requirements of the Registration Statement, and the Broker shall comply with all such additional procedures to the extent that it has received written notice thereof. (c) The Broker shall be permitted to accept subscriptions for the Shares by telephone from residents of those states identified on Schedule A attached hereto and made a part hereof provided that: (1) the registered representative and branch manager of the Broker execute the subscription agreement on behalf of any investor who subscribes for Shares by telephone; and (2) the Broker does not charge any additional fees, including, but not limited to fees relating to opening an account with the Broker, to any investor who telephonically or orally subscribes for Shares. It is understood and agreed between the Managing Dealer and the Broker that the Managing Dealer may, in its discretion, change, modify, add to or delete from the list of states identified on Schedule A. Any such modification shall be effective ten days from the date written notice to the Broker has been mailed by the Managing Dealer. The Broker shall not execute a subscription agreement on behalf of any investor who subscribes for Shares by telephone unless such investor has specifically authorized the registered representative and the branch manager of the Broker to execute the subscription agreement on behalf of such investor and has made or agreed to make full payment for all Shares covered by such subscription agreement. Notwithstanding anything contained herein to the contrary, the Broker shall have no authority to make representations on behalf of an investor or to initial representations contained in the subscription agreement on behalf of an investor. In connection with telephonic or other oral subscriptions for Shares, the Broker represents and warrants as follows: (i) that a Prospectus was delivered to the investor before the investor made a decision to invest; (ii) that the investor meets the suitability requirements set forth in the Prospectus; and (iii) that, in compliance with the NASD's Conduct Rules, the Broker has reasonable grounds to believe that the investment in the Company is suitable for the investor, based upon information supplied by the investor to such Broker. Further, the Broker shall explain to any investor from a state identified in the Prospectus as having such additional requirements, that: (i) the investor has the right to rescind such subscription for a period of at least ten days following the date written confirmation of the subscription has been received by the investor from the Managing Dealer; and (ii) unless the investor rescinds such subscription within the applicable period of time, the investor shall be bound by the subscription agreement. (d) Notwithstanding anything to the contrary contained in Section 2 of this Agreement, in the event that the Managing Dealer pays any commission to the Broker for sale of one or more Shares, including, but not limited to those Shares sold pursuant to a telephonic or other oral subscription therefor, where representatives of the Broker execute the subscription agreement relating to such Shares, and the subscription is rescinded as to one or more of the Shares covered by such subscription, the Managing Dealer shall decrease the next payment of commissions or other compensation otherwise payable to the Broker by the Managing Dealer under this Agreement by an amount equal to the commission rate established in Section 2 and Exhibit A of this Agreement, multiplied by the number of Shares as to which the subscription is rescinded. In the event that no payment of commissions or other compensation is due to the Broker after such withdrawal occurs, the Broker shall pay the amount specified in the preceding sentence to the Managing Dealer within ten (10) days following mailing of notice to the Broker by the Managing Dealer stating the amount owed as a result of rescinded subscriptions. (e) All monies received for purchase of any of the Shares shall be forwarded by the Broker to the Managing Dealer for delivery to SouthTrust Bank (the "Escrow Agent"), where such monies will be deposited in an escrow account established by the Company solely for such subscriptions. The Broker may accept checks made payable to either the Company or the Escrow Agent. Subscriptions will be executed as described in the Registration Statement or as directed by the Managing Dealer. The monies shall be deposited or transmitted by the Broker to the Managing Dealer no later than the close of business of the first business day after receipt of the subscription documents by the Broker; provided, however, that if the Broker maintains a branch office, the branch office shall transmit the subscription documents and check to the Broker by the close of business on the first business day following their receipt by the branch office and the Broker shall review the subscription documents and check to ensure their proper execution and form and, if they are acceptable, transmit the check to the Managing Dealer by the close of business on the first business day after their receipt by the Broker. Pursuant to the terms of the Managing Dealer Agreement, the Managing Dealer will transmit the check or monies to the Escrow Agent by no later than the close of business on the first business day after the check is received from the Broker. 124966	CNL Hospitality CNL Hospitality Properties, Inc. ( Real Estate ) As referenced in this Participating Broker Agreement [Form] : CNL HOSPITALITY PROPERTIES, INC – FILENAME}y67220exv1w2.txt {DESCRIPTION}FORM OF PARTICIPATING BROKER AGREEMENT {TEXT} {PAGE} EXHIBIT 1.2 Form of Participating Broker Agreement {PAGE} PARTICIPATING BROKER AGREEMENT CNL HOSPITALITY PROPERTIES, INC . THIS PARTICIPATING BROKER AGREEMENT (the "Agreement") is made and entered into as of the day indicated on Exhibit A attached hereto and _____________ CNL HOSPITALITY PROPERTIES, INC – herein, between CNL SECURITIES CORP., a Florida corporation (the "Managing Dealer"), and the Participating Broker (the "Broker") identified in Exhibit A hereto. WHEREAS, CNL HOSPITALITY PROPERTIES, INC . is a Maryland corporation (the "Company"); and WHEREAS, the Company proposes to offer and sell up to 175,000,000 shares of _____________ CNL HOSPITALITY PROPERTIES, INC – IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year indicated on Exhibit A hereto. MANAGING DEALER FOR BROKER: CNL HOSPITALITY PROPERTIES, INC .: _______________________________________ CNL SECURITIES CORP. (Name of Broker) By:_____________________________________ By______________________________ Print Name:______________________________ Print Name:_____________________ Title:___________________________________ Title:__________________________ Witness:_________________________________ _____________ CNL HOSPITALITY PROPERTIES, INC – By______________________________ Print Name:______________________________ Print Name:_____________________ Title:___________________________________ Title:__________________________ Witness:_________________________________ Witness:________________________ {PAGE} EXHIBIT A TO PARTICIPATING BROKER AGREEMENT OF CNL HOSPITALITY PROPERTIES, INC . This Exhibit A is attached to and made a part of that certain Participating Broker Agreement, dated as of the ___ day _____________ CNL HOSPITALITY PROPERTIES, INC – If so, please provide e-mail address: ________________________ (g) Website address: _____________________________________________ Person responsible: __________________________________________ {PAGE} SCHEDULE A TO PARTICIPATING BROKER AGREEMENT OF CNL HOSPITALITY PROPERTIES, INC . TELEPHONIC SUBSCRIPTION AUTHORIZATION This Schedule A is attached to and made a part of that certain Participating Broker Agreement, dated as of _____________ dt 185403 ; SouthTrust Bank SouthTrust Bank ( Financial ) As referenced in this Participating Broker Agreement [Form] : SouthTrust Bank – All monies received for purchase of any of the Shares shall be forwarded by the Broker to the Managing Dealer for delivery to SouthTrust Bank (the "Escrow Agent"), where such monies will be deposited in an escrow account established by the Company solely for such subscriptions. The _____________ dt 120792 ;	CNL Securities Corp.
$41	Preview Full Doc	2003	Registration Rights and Lock-Up Agreement Registration Rights and Lock-Up Agreement (49K) Doc #130417: Click preview link for longer preview. REGISTRATION RIGHTS AND LOCK-UP AGREEMENT THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this "Agreement") is made and entered into as of October 31, 2001, by and among THE MILLS CORPORATION (the "Company"), and KAN AM USA XIII LIMITED PARTNERSHIP (the "Holder"). WHEREAS, this Agreement is made pursuant to that certain Contribution Agreement (the "Contribution Agreement") dated July 2, 2001 by and among The Mills Limited Partnership (the "Operating Partnership"), and the Holder; WHEREAS, on the date hereof the Holder is or will become the owner of Units (as defined below) in the Operating Partnership in connection with the transactions described in the Contribution Agreement; NOW, THEREFORE, the parties hereto, in consideration of the foregoing, the mutual covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, agree as follows: 1. DEFINITIONS. As used in this Agreement, the following capitalized defined terms shall have the following meanings: "COMMON STOCK" shall mean the common stock, par value $.01 per share, of the Company. "COMPANY" shall have the meaning set forth in the preamble hereof and also shall include the Company's successors. "CONTRIBUTION AGREEMENT" shall have the meaning set forth in the First Whereas clause above. "DISPOSE OF" shall have the meaning set forth in Section 2(b) hereof. "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended from time to time. "HOLDER" shall have the meaning set forth in the preamble hereof. "LOCK-UP" shall have the meaning set forth in Section 2(a) hereof. 130417	Mills Mills Corp. ( Real Estate ) As referenced in this Registration Rights and Lock-Up Agreement: MILLS CORP – DESCRIPTION}EXHIBIT 10.5 {TEXT} {Page} Exhibit 10.5 REGISTRATION RIGHTS AND LOCK-UP AGREEMENT DATED AS OF OCTOBER 31, 2001 BETWEEN THE MILLS CORP ORATION AND KAN AM USA XIII LIMITED PARTNERSHIP {Page} REGISTRATION RIGHTS AND LOCK-UP AGREEMENT THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this " _____________ MILLS CORP – THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this "Agreement") is made and entered into as of October 31, 2001, by and among THE MILLS CORP ORATION (the "Company"), and KAN AM USA XIII LIMITED PARTNERSHIP (the "Holder"). WHEREAS, this Agreement is made pursuant to that certain Contribution Agreement ( _____________ MILLS CORP – Agreement, or caused this Agreement to be duly executed on its behalf, as of the date first written above. 1300 Wilson Boulevard THE MILLS CORP ORATION Suite 400 Arlington, Virginia 22209 By: /s/ Kenneth R. Parent --------------------------------------- Name: Kenneth R. Parent Title: Executive Vice President of Finance and Chief _____________ dt 109820 ;	Kan Am USA XIII Limited Partnership
$48	Preview Full Doc	2003	Redemption Agreement Redemption Agreement (131K) Doc #154486: Click preview link for longer preview. REDEMPTION AGREEMENT BETWEEN RECKSON OPERATING PARTNERSHIP, L.P. AND RECKSON FS LIMITED PARTNERSHIP, AS TRANSFEROR AND RECHLER EQUITY PARTNERS I LLC AS TRANSFEREE DATED September 10, 2003 {PAGE} {TABLE} {S} {C} {C} {C} {C} {C} {C} TABLE OF CONTENTS ARTICLES Page ARTICLE I DEFINITIONS...............................................................................1 Section 1.1. Definitions.......................................................................1 Section 1.2. Rules of Construction.............................................................6 ARTICLE II REDEMPTION OF THE PARTNERSHIP INTERESTS...................................................7 Section 2.1. Redemption of the Partnership Interests...........................................7 Section 2.2. Properties........................................................................7 Section 2.3. Closing Deliveries................................................................9 Section 2.4. Deposit..........................................................................14 Section 2.5. Prorations.......................................................................17 Section 2.6. Transfer and Recordation Taxes; Responsibility for Recording.....................19 Section 2.7. Closing Expenses.................................................................19 Section 2.8. Tax Characterizations............................................................19 ARTICLE III REPRESENTATIONS AND WARRANTIES OF TRANSFEREE.............................................20 Section 3.1. Representations and Warranties by Transferee.....................................20 Section 3.2. Update of Representations and Warranties.........................................21 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF TRANSFEROR.............................................21 Section 4.1. Representations and Warranties by Transferor.....................................21 Section 4.2. Update of Representations and Warranties.........................................22 ARTICLE V LEASES; OPERATING COVENANT; PROPERTY MANAGEMENT..........................................22 Section 5.1. Leasing..........................................................................22 Section 5.2. Rent Arrearages..................................................................22 Section 5.3. Operations.......................................................................23 Section 5.4. Options..........................................................................23 Section 5.5. Employees........................................................................23 Section 5.6. Estoppels........................................................................24 Section 5.7. Further Covenants................................................................24 Section 5.8. Surveys..........................................................................24 Section 5.9. Financing........................................................................24 Section 5.10. No Competition...................................................................25 Section 5.11. Transition Services..............................................................25 Section 5.12. Inconsistent Actions.............................................................26 ARTICLE VI CONDITIONS PRECEDENT.....................................................................26 Section 6.1. Conditions to Obligation of Transferee...........................................26 {/TABLE} -i- {PAGE} {TABLE} {S} {C} {C} {C} {C} {C} {C} Section 6.2. Conditions to Obligation of Transferor...........................................28 Section 6.3. Failure of Condition.............................................................29 ARTICLE VII ADDITIONAL AGREEMENTS....................................................................30 Section 7.1. Transferee Access................................................................30 Section 7.2 Casualty and Condemnation........................................................31 Section 7.3. Tax Certiorari Proceedings.......................................................31 Section 7.4. Tax Cooperation..................................................................32 ARTICLE VIII TERMINATION; DEFAULT.....................................................................32 Section 8.1. Termination......................................................................32 Section 8.2. Termination by Reason of Default.................................................32 ARTICLE IX INDEMNIFICATION..........................................................................34 Section 9.1. Transferor's Indemnity...........................................................34 Section 9.2. Transferee's Indemnity...........................................................34 Section 9.3. Definitions......................................................................35 Section 9.4. Survival.........................................................................35 ARTICLE X NOTICES..................................................................................35 Section 10.1. Notices..........................................................................35 ARTICLE XI MISCELLANEOUS PROVISIONS.................................................................36 Section 11.1. Severability.....................................................................36 Section 11.2. Amendment........................................................................36 Section 11.3. Waiver...........................................................................37 Section 11.4. Headings.........................................................................37 Section 11.5. Further Assurances...............................................................37 Section 11.6. Binding Effect; Assignment.......................................................37 Section 11.7. Prior Understandings; Integrated Agreement.......................................37 Section 11.8. Counterparts.....................................................................37 Section 11.9. Governing Law....................................................................37 Section 11.10. No Third-Party Beneficiaries.....................................................37 Section 11.11. Waiver of Trial by Jury..........................................................38 Section 11.12. Broker...........................................................................38 Section 11.13. Certain Tax Matters..............................................................38 Section 11.14. Substitution of Deposit..........................................................38 ARTICLE XII SUBSTITUTION OF PROPERTY.................................................................38 Section 12.1. Substitution of Property.........................................................38 Section 12.2 Adjustment.......................................................................39 {/TABLE} -ii- {PAGE} REDEMPTION AGREEMENT THIS AGREEMENT is entered into as of the 10th day of September, 2003, between RECKSON OPERATING PARTNERSHIP, L.P., a Delaware limited partnership ("ROP"), and RECKSON FS LIMITED PARTNERSHIP, a Delaware limited partnership ("RFS"), each having an address c/o Reckson Associates Realty Corp., 225 Broadhollow Road, Melville, New York 11747 (ROP and RFS, collectively, "Transferor"), and RECHLER EQUITY PARTNERS I LLC, a Delaware limited liability company having an address at 225 Broadhollow Road, Melville, New York 11747 ("Transferee"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, Transferor and Transferee desire to effectuate the redemption of the Partnership Interests (as hereinafter defined) subject to and in accordance with the terms hereof. NOW, THEREFORE, in consideration of the mutual premises herein set forth and other valuable consideration, the receipt of which is hereby acknowledged, Transferor and Transferee agree as follows: ARTICLE I DEFINITIONS Section 1.1. DEFINITIONS. For purposes of this Agreement, the following terms shall have the meanings indicated below: "Affiliate" means, with respect to any specified Person, any other Person that directly, or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the specified Person. For purposes of this definition, the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting stock, by contract or otherwise. "Agreement" means this Redemption Agreement, including all Schedules and Exhibits, as the same may be amended, supplemented, restated or modified. "Allocated Value" shall mean, with respect to a Property, the value ascribed to such Property on Exhibit K attached hereto (or in the case of any substituted Property under Article 12, the value ascribed to such Property on Exhibit K of the Purchase and Sale Agreement). "Artwork License Agreement" has the meaning given that term in Section 2.3(a). "Assignable Proceeding" has the meaning given that term in Section 7.3. 154486	Reckson Reckson Associates Realty Corp. ( Real Estate ) As referenced in this Redemption Agreement: Reckson Associates Realty – L.P., a Delaware limited partnership ("ROP"), and RECKSON FS LIMITED PARTNERSHIP, a Delaware limited partnership ("RFS"), each having an address c/o Reckson Associates Realty Corp., 225 Broadhollow Road, Melville, New York 11747 (ROP and RFS, collectively, "Transferor"), and RECHLER EQUITY PARTNERS I LLC, a Delaware limited liability _____________ Reckson Associates Realty – Partners II LLC, dated as of the date hereof. "Qualifying Income" has the meaning given that term in Section 8.2. "RARC" means Reckson Associates Realty Corp., a Maryland corporation. "REIT Requirements" has the meaning given that term in Section 8.2. "Remediation Date" has the meaning given that _____________ Reckson Associates Realty – shall be specified by like notice): (a) If to Transferor, to: Reckson Operating Partnership, L.P. and Reckson FS Limited Partnership c/o Reckson Associates Realty Corp. 225 Broadhollow Road Melville, New York 11747 Attention: Jason M. Barnett, Esq. -35- {PAGE} with a copy to: Wachtell, Lipton, Rosen & Katz _____________ RECKSON ASSOCIATES REALTY – hereto have executed this Agreement as of the date first above written. TRANSFEROR: RECKSON OPERATING PARTNERSHIP, L.P., a Delaware limited partnership By: RECKSON ASSOCIATES REALTY CORP., a Maryland corporation, its general partner By: /s/ JASON M. BARNETT ----------------------------- Name: Jason M. Barnett Title: Executive Vice President RECKSON FS _____________ RECKSON ASSOCIATES REALTY – LIMITED PARTNERSHIP, a Delaware limited partnership By: RECKSON FINANCING LLC, its general partner By: RECKSON OPERATING PARTNERSHIP, L.P., its managing member By: RECKSON ASSOCIATES REALTY CORP., a Maryland corporation, its general partner By: /s/ JASON M. BARNETT ----------------------------- Name: Jason M. Barnett Title: Executive Vice President TRANSFEREE: RECHLER EQUITY _____________ dt 109834 ; Fried Frank Fried, Frank, Harris, Shriver & Jacobson ( Legal ) As referenced in this Redemption Agreement: Fried, Frank – LLC 225 Broadhollow Road Melville, New York 11747 Attention: Gregg Rechler with a copy to: Fried, Frank , Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 Attention: Joshua dt 36672 ; Wachtell Lipton Wachtell, Lipton, Rosen & Katz ( Legal ) As referenced in this Redemption Agreement: Wachtell Lipton – Concurrently with the execution by Transferor and Transferee of this Agreement, Transferee has deposited with Wachtell Lipton Rosen & Katz, as escrow agent (when acting in the capacity of escrow agent, the " Wachtell, Lipton – Melville, New York 11747 Attention: Jason M. Barnett, Esq. -35- {PAGE} with a copy to: Wachtell, Lipton , Rosen & Katz 51 West 52nd Street New York, New York 10019-6618 Attention: Stephen dt 31956 ;	Reckson Operating Partnership, L.P.; Reckson Fs Limited Partnership
$41	Preview Full Doc	2003	Redemption Agreement Redemption Agreement (54K) Doc #154519: Click preview link for longer preview. REDEMPTION AGREEMENT THIS REDEMPTION AGREEMENT (this Agreement) is made as of the 25^th day of October, 2002, by and between SREG/DMA LLC, a Delaware limited liability company (Swerdlow Limited Partner), and Dolphin Mall Associates Limited Partnership, a Delaware limited partnership (the Partnership). Unless otherwise defined herein, all capitalized terms shall have the meaning set forth in the Partnership Agreement (as hereinafter defined). WHEREAS, Taubman-Dolphin Mall Associates LLC, a Delaware limited liability company, Dolphin Mall Holdings LLC, a Delaware limited liability company, SREG Dolphin Mall, Inc., a Delaware corporation (Swerdlow General Partner), and Swerdlow Limited Partner entered into that certain Second Amended and Restated Agreement of Limited Partnership of Dolphin Mall Associates Limited Partnership, a Delaware limited partnership (the Partnership), dated September 8, 1999, as amended by that certain First Amendment dated as of April 13, 2001¹ (such agreement as amended, the Partnership Agreement), to set forth their respective rights, benefits, duties and obligations with respect to the Partnership; and WHEREAS, immediately prior to the Closing hereunder, Taubman-Dolphin, Inc. purchased the general partnership interest in the Partnership owned by Swerdlow General; WHEREAS, Swerdlow Limited Partner owns a 49.5 percent limited Partnership Interest (such partnership interest, the Swerdlow LP Interest) in the Partnership; NOW, THEREFORE, for and in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: Section 1. Definitions. Aggregate Purchase Price shall have the meaning provided in Section 5.1 hereof. 154519	Taubman Taubman Centers, Inc. ( Real Estate ) As referenced in this Redemption Agreement: Taubman Centers, Inc – and among SREG, Swerdlow OP, Swerdlow Limited Partner, Swerdlow General Partner, Taubman Dolphin Mall Associates LLC, Dolphin Mall Holdings LLC, Taubman OP and Taubman Centers, Inc . SREG means Swerdlow Real Estate Group, Inc., a Maryland corporation. Swerdlow Affiliate means any Person that directly or indirectly is controlled by _____________ dt 322204 ; Taubman Realty Taubman Realty Group LP ( Real Estate ) As referenced in this Redemption Agreement: Taubman Realty Group – Operating Limited Partnership, a Delaware limited partnership. Swerdlow Seller shall have the meaning provided in Section 5.1 hereof. Taubman OP means The Taubman Realty Group Limited Partnership, a Delaware limited partnership. Title Company means Lawyers Title Insurance Corporation. Section 2. Redemption of the Swerdlow LP Interest; Redemption Price. _____________ Taubman Realty Group – Stotzer Title: Executive Vice President THE PARTNERSHIP: DOLPHIN MALL ASSOCIATES LIMITED PARTNERSHIP By: Taubman-Dolphin Mall Associates LLC, its general partner By: The Taubman Realty Group Limited Partnership, a Delaware limited partnership, sole member By: /s/ Steven Eder Name: Steven Eder Title: Authorized Signatory JOINDER BY SREG OPERATING LIMITED _____________ TAUBMAN REALTY GROUP – OPERATING LIMITED PARTNERSHIP By: Swerdlow Real Estate Group, Inc. By: /s/ Theodore R. Stotzer Theodore R. Stotzer Executive Vice President JOINDER BY THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP The undersigned hereby joins in and agrees to be bound by the terms and conditions of Section 7.2 herein. THE _____________ TAUBMAN REALTY GROUP – LIMITED PARTNERSHIP The undersigned hereby joins in and agrees to be bound by the terms and conditions of Section 7.2 herein. THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP By: /s/ Steven Eder Name: Steven Eder Title: Authorized Signatory _____________ dt 126187 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Redemption Agreement: Bank of America, – i) deliver a Mutual Release in the form attached as Exhibit K hereto executed by Bank of America, N.A.; (j) execute and deliver the Release in the form attached as Exhibit Bank of America, – of Mortgage in the form attached as Exhibit M hereto and UCC-3 executed by Bank of America, N.A.; (o) cause the Title Company to deliver the Commitment marked at closing dt 40177 ;	Taubman-Dolphin Mall Associates LLC; Dolphin Mall Holdings LLC
$35	Preview Full Doc	2003	Investment Agreement Investment Agreement (40K) Doc #169539: Click preview link for longer preview. INVESTMENT AGREEMENT INVESTMENT AGREEMENT, dated as of August 12, 2003, between Commercial Net Lease Realty, Inc., a Maryland corporation (the Company), and The County Employees And Officers Annuity & Benefit Fund of Cook County, an Illinois body politic and corporate (the Investor). WHEREAS, the Company wishes to issue the Preferred Shares (as defined herein) to the Investor, and the Investor wishes to purchase, acquire and accept the Preferred Shares from the Company (the Investment); WHEREAS, the Company has prepared and filed with the SEC (as hereinafter defined) in accordance with the provisions of the Securities Act (as hereinafter defined) and the rules and regulations of the SEC promulgated thereunder a registration statement on Form S-3 (file number 333-105635) under the Securities Act, including a prospectus relating to the securities offered therein (collectively, the Registration Statement), and has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the SEC a supplement to the prospectus included in such Registration Statement (the Prospectus Supplement) specifically relating to the Preferred Shares pursuant to Rule 424 under the Securities Act. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: ARTICLE 1 DEFINED TERMS. Section 1.1 Defined Terms. The following terms shall, unless the context otherwise requires, have the meanings set forth in this Section 1.1. Adverse Consequences means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys fees and disbursements (including, specifically, all losses, claims, damages or liabilities to which a Person may be subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation). Affiliate means, with respect to any Person, (a) any member of the Immediate Family of such Person or a trust established for the benefit of such member, (b) any beneficiary of a trust described in (a), (c) any Entity which, directly or indirectly through one or more intermediaries, is deemed to be the beneficial owner of 10% or more of the voting equity of such Person for the purposes of Section 13(d) of the Exchange Act, (d) any officer of such Person or any member of the Board of Directors or Board of Trustees of such Person, or (e) any Entity which, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, including such Person or Persons referred to in the preceding clause (a) or (d); provided, however, that none of the Investor or its respective Affiliates nor any of their respective officers, directors, partners, members or Affiliates shall be considered an Affiliate of the Company or its Subsidiaries for purposes of this Agreement. - 2 - Agreement means this Investment Agreement, as originally executed and as hereafter from time to time supplemented, amended and restated. Articles Supplementary means the Articles Supplementary classifying 10,000 preferred shares of the Company, par value $0.01 per share, as 6.70% Series B Cumulative Convertible Perpetual Preferred Stock of the Company in the form of Exhibit A attached hereto. Business Day means any Monday, Tuesday, Wednesday, Thursday or Friday which is not (i) a day on which banking institutions in New York City are authorized or obligated by law or executive order to close, or (ii) any day on which the Companys principal executive office is closed. Charter means the First Amended and Restated Articles of Incorporation of the Company, as amended from time to time. Code means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Common Shares means the shares of common stock, par value $0.01 per share, of the Company. Confidential Information means the identity of the Company in the context of the Investment, the existence and contents of discussions regarding the Investment and information concerning the assets, operations, business, records, projections and prospects of the Company; provided, however, that the term Confidential Information does not include information that (i) is or becomes available to the public other than as a result of disclosure by any of the Investor or any of its respective representatives, (ii) was available to the Investor or was within the Investors knowledge prior to its disclosure by the Company to the Investor, or (iii) becomes available to the Investor from a source other than the Company, provided that such source is not known by the Investor to be bound by a confidentiality agreement with the Company or its representative. Entity means any general partnership, limited partnership, corporation, joint venture, trust, business trust, real estate investment trust, limited liability company, cooperative or association. Exchange Act means the Securities Exchange Act of 1934, as amended. Immediate Family means, with respect to any Person, such Persons spouse, parents, parents-in-law, descendants, nephews, nieces, brothers, sisters, brothers-in-law, sisters-in-law, stepchildren, sons-in-law and daughters-in-law. Material Adverse Effect, when used with reference to events, acts, failures or omissions to act, or conduct of a specified Person, means that such events, acts, failures or omissions to act, or conduct would have a material adverse effect on (i) the condition (financial or otherwise), earnings or business affairs of such Person and its consolidated subsidiaries, considered as one enterprise, or (ii) the ability of such Person to perform its obligations under this Agreement. 169539	Commercial Net Commercial Net Lease Realty Inc. ( Real Estate ) As referenced in this Investment Agreement: COMMERCIAL NET LEASE REALTY, – exv2 EX-2 3 w89262exv2.htm EXHIBIT 2 Exhibit 2 INVESTMENT AGREEMENT between COMMERCIAL NET LEASE REALTY, INC. and THE COUNTY EMPLOYEES AND OFFICERS ANNUITY & BENEFIT FUND OF COOK COUNTY Dated as of August 12, 2003 INVESTMENT AGREEMENT INVESTMENT _____________ Commercial Net Lease Realty, – ANNUITY & BENEFIT FUND OF COOK COUNTY Dated as of August 12, 2003 INVESTMENT AGREEMENT INVESTMENT AGREEMENT, dated as of August 12, 2003, between Commercial Net Lease Realty, Inc., a Maryland corporation (the Company), and The County Employees And Officers Annuity & Benefit Fund of Cook County, an Illinois body politic _____________ COMMERCIAL NET LEASE REALTY, – 14 - IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals as of the day and year first above written. COMMERCIAL NET LEASE REALTY, INC By: /s/ Kevin B. Habicht Name: Title: Kevin B. Habicht Executive Vice President and Chief Financial Officer THE COUNTY EMPLOYEES AND _____________ dt 111621 ; Wachovia Bank Wachovia Bank, NA ( Financial ) As referenced in this Investment Agreement: Wachovia Bank, – Company (or its designees) to act as transfer agent for the Preferred Shares. The Transfer Agent for the Preferred Shares shall initially be Wachovia Bank, N.A. ARTICLE 2 SALE AND PURCHASE OF PREFERRED SHARES. Section 2.1 Sale of Preferred Shares. Effective as of the Closing ( _____________ dt 88841 ;	ShawPittman ShawPittman LLP ( Legal ) As referenced in this Investment Agreement: Shaw Pittman – address or addresses of which the Investor shall have been given notice, with copies to Shaw Pittman LLP, 2300 N Street, N.W., Washington, DC 20037, Attention: John M. McDonald, Esq. ( dt 33629 ; The County Employees and Officers Annuity & Benefit Fund of Cook County
$34	Preview Full Doc	2003	Placement Agent Agreement Placement Agent Agreement (18K) Doc #169543: Click preview link for longer preview. PLACEMENT AGENT AGREEMENT THIS AGREEMENT, dated as of August 12, 2003, is made by and between COMMERCIAL NET LEASE REALTY, INC., a Maryland corporation (the Company) and CNL SECURITIES CORP., a Florida corporation (the Placement Agent). WHEREAS, the Company proposes to offer and sell up to an aggregate of 10,000 shares of 6.70% Series B Cumulative Convertible Perpetual Preferred Shares in the Company (the Shares) to Cook County Employees Annuity and Benefit Fund (the Investor) pursuant to an Investment Agreement between the Company and the Investor (the Investment Agreement); WHEREAS, the Placement Agent is registered with the National Association of Securities Dealers, Inc. as a broker-dealer, and is presently licensed in all fifty states, the District of Columbia, and the Commonwealth of Puerto Rico as a broker-dealer qualified to offer and sell to the public securities of the type represented by the Shares; and WHEREAS, the Company desires to retain the Placement Agent to use its best efforts to sell the Shares and to manage the sale by others of the Shares, and the Placement Agent is willing and desires to serve as the Placement Agent for the Company for the sale of the Shares upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the Company and the Placement Agent agree as follows: SECTION 1 Definitions Whenever used in this Agreement, the following terms shall have the following specified meanings. 1.1 NASD means the National Association of Securities Dealers, Inc. 1.2 Offering means the offering of up to 10,000 Shares of 6.70% Series B Cumulative Convertible Perpetual Preferred Shares in the Company pursuant to the terms and conditions of the Registration Statement and the Investment Agreement. 1.3 Participating Brokers mean those broker-dealers engaged by the Placement Agent to participate in the Offering pursuant to Paragraph 3.2. 1.4 Prospectus means the final prospectus included in the Registration Statement (file number 333-105635), pursuant to which the Company will offer Shares to the Investor, as the same may be amended or supplemented from time to time after the effective date of the Registration Statement. 1.5 Registration Statement means the registration statement on Form S-3 (file number 333-105635) pursuant to which the Company has registered the Shares with the SEC as provided in the Securities Act of 1933, as amended, as such registration statement may be amended or supplemented from time to time. 169543	Commercial Net Commercial Net Lease Realty Inc. ( Real Estate ) As referenced in this Placement Agent Agreement: COMMERCIAL NET LEASE REALTY, – 3 w89261exv1.htm EXHIBIT 1 EXHIBIT 1 PLACEMENT AGENT AGREEMENT THIS AGREEMENT, dated as of August 12, 2003, is made by and between COMMERCIAL NET LEASE REALTY, INC., a Maryland corporation (the Company) and CNL SECURITIES CORP., a Florida corporation (the Placement Agent). WHEREAS, the Company proposes to offer _____________ Commercial Net Lease Realty, – 500 per share. An aggregate of up to 10,000 Shares will be offered pursuant to the Investment Agreement. 1.8 Company means Commercial Net Lease Realty, Inc., a Maryland corporation. SECTION 2 Appointment 2.1 Appointment of Placement Agent. Subject to the terms and conditions set forth in _____________ Commercial Net Lease Realty, – with the required postage, registered or certified mail, return receipt requested, to the intended recipient as set forth below. If to the Company: Commercial Net Lease Realty, Inc. CNL Center at City Commons 450 South Orange Avenue Orlando, Florida 32801 Attention: Kevin B. Habicht, Executive Vice President and Chief _____________ COMMERCIAL NET LEASE REALTY, – Signatures appear on next page] -7- IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. Company: COMMERCIAL NET LEASE REALTY, INC. By: /s/ Kevin B. Habicht KEVIN B. HABICHT, Executive Vice President and Chief Financial Officer Placement Agent: CNL SECURITIES CORP. By: / _____________ dt 111622 ;	CNL Securities Corp
$50	Preview Full Doc	2003	Warrant Agreement Warrant Agreement (81K) Doc #169588: Click preview link for longer preview. WARRANT AGREEMENT BY AND AMONG ARBOR REALTY LIMITED PARTNERSHIP ARBOR REALTY TRUST, INC. AND ARBOR COMMERCIAL MORTGAGE, LLC 629,345 WARRANTS TO PURCHASE UNITS {PAGE} TABLE OF CONTENTS {TABLE} {S} {C} ARTICLE 1......................................................................................................... 1 DEFINITIONS....................................................................................................... 1 Section 1. Definitions................................................................................. 1 ARTICLE 2......................................................................................................... 3 PARTNERSHIP APPOINTMENT; DUTIES; RESIGNATION...................................................................... 3 Section 2.1 Appointment of the Partnership.............................................................. 3 Section 2.2 Duties of Partnership....................................................................... 3 Section 2.3 Resignation; Appointment of Successor Warrant Agent......................................... 4 ARTICLE 3......................................................................................................... 5 THE WARRANTS...................................................................................................... 5 Section 3.1 Number of Warrants.......................................................................... 5 Section 3.2 Issuance of Warrants........................................................................ 5 Section 3.3 Registration of Transfer and Exchange....................................................... 5 Section 3.4 Execution And Delivery...................................................................... 6 Section 3.5 Destroyed, Lost, Mutilated Or Stolen Warrant Certificates................................... 7 Section 3.6 Persons Deemed Owners....................................................................... 7 Section 3.7 Cancellation Of Warrant Certificates........................................................ 8 Section 3.8 No Rights As Limited Partners............................................................... 8 ARTICLE 4......................................................................................................... 8 EXERCISE OF WARRANTS.............................................................................................. 8 Section 4.1 Exercise Period............................................................................. 8 Section 4.2 Units Issuable Upon Exercise; Exercise Price................................................ 8 Section 4.3 Method Of Exercise.......................................................................... 9 Section 4.4 Issuance Of Units........................................................................... 9 Section 4.5 Fractions Of Units.......................................................................... 10 Section 4.6 Adjustment Of Exercise Price................................................................ 10 Section 4.7 Notice Of Certain Corporate Action.......................................................... 12 Section 4.8 Partnership Agreement to Provide for Issuance of Units...................................... 13 Section 4.9 Taxes On Exercises.......................................................................... 13 {/TABLE} i {PAGE} {TABLE} {S} {C} Section 4.10 Covenant As To Units........................................................................ 13 Section 4.11 Provisions In Case Of Consolidation, Merger Or Sale Of Assets............................... 13 Section 4.12 No Change Of Warrant Necessary.............................................................. 14 Section 4.13 Enforcement Of Rights.