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Title: |
Dealer-Manager Agreement |
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Entities: |
Desert Capital REIT Inc |
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Date: |
2005 |
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Size: |
Preview shows 7KB of 33KB total |
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Price: |
$47 |
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ID: |
#1559429 |
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Start of
Preview |
DEALER-MANAGER AGREEMENT
THIS AGREEMENT, dated as of , 2005, is made by and between Desert Capital REIT, Inc.,
a Maryland corporation (the “Company”), and CMC Financial Services, Inc., a Nevada corporation (the
“Managing Dealer”).
WHEREAS, the Company proposes to offer and sell up to an aggregate of 15,000,000 shares of its
common stock, par value $0.01 per share (the “Common Stock”) 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 licensed in all states in which it offers the
Shares, 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 “Company” means Desert Capital REIT, Inc., a Maryland corporation.
1.2 “NASD” means the National Association of Securities Dealers, Inc.
1.3 “Offering” means the offering of up to 15,000,000 Shares of the Company to the public pursuant
to the terms and conditions of the Registration Statement.
1.4 “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 15,000,000 Shares, with up to
1,500,000 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.
1.5 “Participating Brokers” mean those broker-dealers engaged by the Managing Dealer to participate
in the Offering pursuant to Paragraph 3.2.
1
1.6 “Primary Shares” means 13,500,000 shares of Common Stock being issued by the Company at a
purchase price of $15.00 per share.
1.7 “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.
1.8 “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.
1.9 “Reinvestment Shares” means the 1,500,000 shares of Common Stock to be issued pursuant to the
Company’s Dividend Reinvestment Plan.
1.10 “SEC” means the Securities and Exchange Commission.
1.11 “Shares” mean, collectively, the Primary Shares and the Reinvestment Shares.
1.12 “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.
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 the
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