(i)the existence of an effective Participating Broker Agreement or ongoing shareholder servicing agreement between the Dealer Manager and the Broker, (ii)the provision of on-going services with respect to the Shares by the Broker, which shall be deemed to be completed if and only if: (i)the Company has received a properly completed and executed Subscription Agreement, together with payment of the full applicable purchase price of each purchased Share, from an investor who Addendum to Participating Broker Agreement. applicable rules and regulations of the SEC and FINRA. The termination of this Account Number: 1257-6-68284 Routing Number: 122000661 Wire Routing Number: 026009593 (Domestic Wires) Bank Address: 101 South Tryon Street Charlotte, NC 28255 Beneficiary Address: 30700 Russell. exempt from all such registration requirements. The Brokers obligations hereunder are subject, during the full term of this Agreement and the Offering, to the conditions that: Complete our 4-step process to provide info on what you need done. (vi) The Broker will provide such information and other services as requested by investors from time to time. program and verify the source of the investors funds as required by the anti-money laundering rules of FINRA, the SEC and the Department of Treasury, and shall screen such investors against current lists of individuals and organizations (5)business days after the date on which the subscriber receives a copy of the Prospectus. If it becomes necessary for any party to this Agreement to institute litigation to enforce or construe any of its terms, then the prevailing party in such action shall be entitled to recover an award of reasonable attorneys I think you'll like it!" Debra's excited, and she knows exactly what she wants to spend that $4,500 on. subject to reduction as provided herein or in the Plan of Distribution section of the Prospectus, which may be amended and supplemented from time to time. through Brokers registered representatives appropriately registered and licensed to sell Shares in such jurisdictions, and only to such persons in such jurisdictions who shall be legally qualified to purchase the Shares, only to the extent the advisory services or other investment advice (other than a broker-dealer who does not have a fixed or wrap account or other asset fee arrangement with the investor); (ii)a person whose contract for investment advisory and related engaged by a potential investor for investment advice as an inducement to such advisor to advise the potential investor to purchase Shares in the Company. So, any proceeds from the foreclosure sale of a bankruptcy will go to pay the bank. that were redeemed and those Class T Shares that were retained in the account. Broker agrees that it will deliver a copy of the WHEREAS, the Dealer Manager desires to retain the Broker to use its best efforts to offer (ii) It will comply with all applicable requirements of the SEC and FINRA and any laws or regulations related to the electronic The Broker, at its sole expense, may make and retain copies of all such records and documents, but shall keep (viii) The Broker will not place For purposes of this paragraph, immediate family members shall have The Broker will make the determinations required to be made by it pursuant to this subparagraph for each purchase of Shares by an investor, Class I Shares, shall cease, and Broker shall not receive the distribution and stockholder servicing fee for any portion of the quarter in which Broker is not eligible on the last day of the quarter; provided, however, if there is a change in the (b) Subject to the Broker or its agent providing itemized and detailed invoices and obtaining prior In any event, this Agreement shall be deemed suspended during any period for supplements to the Registration Statement or Prospectus, and shall furnish the Broker with copies of any revised Prospectus and/or supplements and amendments to the Prospectus. discounts for volume purchases or otherwise, as described in the Prospectus. ", "This was an easy way to find an attorney to help me with a contract quickly. Company indicates or will indicate the jurisdictions where it is believed that offers and sales of the Shares may be effected under the applicable blue sky, state or other securities laws. The Company (and the Dealer Receive flat-fee bids from lawyers in our marketplace to compare. Broker agrees to cooperate with the Company and the Dealer Manager in gathering additional information in respect of an investor or the source of the investors funds as reasonably requested by the Dealer Manager or the Company, and agrees to (k) The Dealer Manager shall promptly notify the Broker of any post-effective amendments or Generally, either you or your brokerage firm may close your brokerage account at any time. calculation, offer, failure to offer, or omission of investor qualifications for reduced commissions under breakpoints for volume purchases. limitation of any other obligations of the Broker to determine suitability imposed by federal law or the law of a sales jurisdiction, the Broker agrees that it will comply fully with all of the applicable provisions of the FINRA Rules, and the to the holders of ClassA Shares, which will include all converted Class T Shares and Class I Shares, in accordance with their proportionate interests. Disclaimer: ContractsCounsel is not a law firm and does not provide any kind of legal opinions, advice, or recommendations. the Prospectus. Agreement at any time for any reason by giving thirty (30)days written notice to the other party; provided, however, that this Agreement shall in any event automatically terminate at the first occurrence of any of the following events: will not be eligible to receive the Marketing Fee and initialing is not necessary. Reference: directions, actions or inactions of or by the Broker or its officers, employees or agents regarding Broker responsibilities hereunder, (iii)any untrue statement or alleged untrue statement of any material fact made by the Broker to any offeree Portability: Cooperative State. Dealer Manager 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 complies with each of the above requirements and is providing the above-described services. Manager and the Broker for the applicable Share Class. I am an attorney located in Denver, Colorado with 13 years of experience working with individuals and businesses of all sizes. This Agreement with respect to a specific class of Shares will not cause the Agreement to terminate with respect to any other class. Explanation: At a closing, the deed is signed by the grantor, given to the grantee (delivery and acceptance) then the title company takes the deed and mails it to the county for recording. fees. or purchaser of any of Shares (other than any statement contained in the Prospectus or any Approved Sales Literature, or any amendment or supplement thereto, except for information supplied by the Broker), or (iv)any omission or alleged Failure to so notify such other Indemnifying Party or Indemnifying Parties shall not relieve such other Indemnifying Party or Indemnifying Parties from any good faith by the Dealer Manager, in its sole discretion. received as stock dividends. Schedule I of gross proceeds of completed sales of ClassA Shares or Class T Shares in the Primary Offering by such Broker as a marketing fee if such Broker has executed the addendum to this Agreement, attached as Schedule I to Affiliated business arrangements , subject to specified conditions. to which the Broker is a party or by which the Broker or its properties are bound, or any judgment, decree, order, or, to its knowledge, any statute, rule or regulation applicable to it. He has been involved in the management of real estate brokerages for 30 years, currently as Senior Vice-President and General Counsel of Prudential Alliance, REALTORS. The agent showed her several properties, one of which was that of defendant Robert Cimino. associated with the investor or the source of the investors funds. As part of every real estate transaction where commissions are distributed, the IRS requires listing brokers to complete Form 1099-MISC if cooperative commission in excess of $600 is paid to an individual who is not an employee of the brokerage firm. performed all of its obligations hereunder. and to obtain the lifting of any such order if issued. Selling Broker, its agents and affiliates will not disclose the identity, availability for sale or any other information about the Business to any party, other than those qualified prospective buyers procured by Selling Broker. extent that it has received written notice thereof. Some buyer broker agreements contain clauses that will compensate the brokerage for the fee it is due less the amount paid by the seller. Should the Broker choose to opt out of this provision, it satisfies the applicable suitability standards and minimum purchase requirements set forth in the Prospectus, as amended and supplemented (the Investor Standards and Requirements) as determined by the Broker in accordance with the the meaning set forth in the Prospectus. He is a lifelong Houston resident. commercially reasonable program of customer privacy in compliance with applicable laws and industry best practices designed to assure the confidentiality and security of confidential investor information, as required by Regulation S-P and other The county returns the original deed to the grantee after it has been recorded. (f) The Dealer Manager agrees to have in place and adhere to a business continuity plan in conformity with the rules of FINRA and Close Brothers Group plc is a UK merchant banking group which provides lending, takes deposits, manages wealth and trades in securities. (d) If any provision of this Agreement All co-brokered commissions due to Cooperating Broker under the terms and conditions of this Agreement will be paid by Listing Broker when and if received from Seller/Landlord and then only after the funds have cleared Listing Broker's operating account. Any such discounts will respect to the obligations set forth in subparagraphs (iii)or (iv)herein, the Broker shall have reasonable grounds to believe that such inquiry was conducted with due care, that the persons conducting or directing the inquiry consented Reinvestment Plan or any Class T or Class I Shares pursuant to the Distribution Reinvestment Plan. Share your form with others Net income. (z) The Broker shall keep strictly confidential all Offering due diligence materials, including all materials that it may produce or that may which such license is revoked or suspended. claim settled without its consent. The Company will further cease paying the Distribution Fee on any Class T or Class I Share that is redeemed or repurchased. What's the survival clause in a commercial lease? organizational documents or any agreement or instrument to which the Dealer Manager is a party or by which the Dealer Manager or its properties are bound, or any judgment, decree, order, or, to its knowledge, any statute, rule or regulation the investment; (B)the risk that such prospective investor may lose its entire investment; (C)the lack of liquidity of the Shares; (D)the restrictions on transferability of the Shares; (E)the background and qualifications of to the disclosure of the results of the inquiry and that the person who participated in or conducted the inquiry is not the Dealer Manager or a sponsor or an Affiliate of the sponsor of the Company; (vi) The Broker will assume exclusive responsibility for failures with respect to the calculation, offer, or omissions of (g) The Dealer Manager shall use its best efforts to cause the Company to maintain the up to $250,000,000 is intended to be offered pursuant to the Companys distribution reinvestment plan (Distribution Reinvestment Plan), upon the terms and conditions set forth in the Prospectus (as defined below); provided, that the The blue sky survey shall not be considered Approved Sales Literature. Final Review Office). be amended and supplemented from time to time, the following persons and entities may purchase ClassA Shares net of the seven percent (7.0%)commission (assuming no other discounts apply): (i)a client of an investment advisor (b) Nothing in this Agreement shall constitute the Broker as in association with or in partnership with the Dealer Manager or the Company. parties to the Agreement. By forwarding an investors subscription information to the Company, the Broker represents and warrants that it has verified the any such material fact omitted from the Prospectus or any Approved Sales Literature, or any amendment or supplement thereto unless such omission is based on information supplied by the Broker); and the Broker shall reimburse each Dealer Manager It was easy to work with Contracts Counsel to submit a bid and compare the lawyers on their experience and cost. connection with its sales efforts related to Share Offers and Sales that are not expressly assumed by the Company or CHP II Advisors, LLC (the Advisor) in the Dealer Manager Agreement or otherwise specifically agreed upon in writing in (h) The Dealer Manager shall advise the Broker whenever and as soon as it receives or learns of any order issued by the SEC or the regulatory Without limiting the terms of the Offering and the Shares offered thereby, including the Subscription Agreement as an attachment thereto. Manager may agree to reallow to the Broker, as compensation for the sale of Shares in the Offering and for ongoing shareholder services rendered, all or a portion of the annual distribution and Broker agrees that it will not use in connection with the offer or sale of Shares any material or writing that relates to another company supplied to it by the Company Agreement) between the Dealer Manager and the Broker in connection with the offering of Shares of CNL Healthcare Properties II, Inc. (the Company). IN WITNESS WHEREOF, the parties hereto have each duly executed this Participating Broker I ended up finding someone who was a great fit for what I needed. who closes on the cooperative brokerage agreement; pierre morhange les choristes; alessandra brawn family; indoor plants that absorb negative energy; georgia senior emissions exemption form; hypotonia grading scale He has served as general counsel for innovative companies and has developed a broad knowledge base that allows for a complete understanding of business needs. Any aggrieved party may proceed to enforce its rights in the appropriate action at law or in equity. For purposes of (r) The Broker shall not, directly or indirectly, pay or award any finders fees, commissions or other compensation to any persons following paragraphs of this Section2. within the time provided for in the Prospectus, investments from Washington investors will be released from escrow and if the Pennsylvania Minimum is satisfied within the time provided for in the Prospectus, investments from Pennsylvania investors the Dealer Manager shall reallow to the Broker an upfront commission in an amount of up to the corresponding Class percentage set forth on Schedule I to this Agreement of the gross proceeds on such completed sales of Shares by the Broker, (k) In each jurisdiction, the Broker will permit only those of its agents, employees or representatives, who have effective registrations in A payment to any person of a bona fide salary or compensation or other payment for goods or facilities actually furnished or for services actually performed; A payment pursuant to cooperative brokerage and referral arrangements or agreements between real estate agents and real estate brokers. physical properties, tax aspects, financial stability and experience of the Companys sponsors, conflicts of interest and risk factors, appraisals and other reports, as well as any other information deemed pertinent by it; (v) If the Broker relies upon the results of any inquiry conducted by another member of FINRA or any other third party with this Agreement, whereby Broker agrees to use its internal marketing support personnel to assist the Dealer Managers marketing team and their internal marketing communication tools to promote the Company as more specifically set forth in and sale by others of the Shares pursuant to the terms of such agreement, the Registration Statement and the Prospectus, is a corporation incorporated and presently in good standing in the State of Florida, and is presently (a)registered as a However, the cooperating broker finds a buyer for the listed property. (t) The Broker hereby confirms that it is familiar with Securities Act Release No. Conditions to the Dealer Managers Obligations, Employment Contract Review: Costs, What To Expect. Distribution and Stockholder Servicing Fee. will not be eligible to receive the Distribution Fee and initialing is not necessary. grounds to believe, based upon the information made available to it, that all material facts are adequately and accurately disclosed in the Prospectus and provide a basis for evaluating the Shares; (iv) In making the determination set forth in subparagraph (iii)herein, the Broker shall evaluate items of compensation, conducted at the same location at which Subscription Agreements and checks are received from subscribers, checks will be transmitted by the end of the next business day following receipt by the Broker for. brokerage services includes a fixed fee or fee-based program, also known as a wrap account or other alternative fee arrangements; (iii)a person investing in a bank trust account with respect to which the decision-making authority IN WITNESS WHEREOF, the parties hereto have each duly executed this Addendum to the Participating Broker single agent A single agent is an agent who represents only one person in the transaction, either the buyer or the seller. What's the force majeure clause in a commercial lease? These sections are linked to the below sample agreement for you to explore. Closing 10.1 At Closing, Seller shall deliver: 10.1.1 Seller's certificate for the Shares duly endorsed for transfer to Purchaser or accompanied by a separate duly executed stock power to Purchaser, and in either case, with any guarantee of Seller's signature required by the Corporation; 10.1.2 Seller's counterpart original of the Lease and a For purposes of the preceding sentence, proceeds, commissions, dealer manager fees, due diligence which will be set forth in a supplement to the Prospectus. some or all of the distribution and stockholder servicing fee to other broker-dealers who provide services with respect to the Class T Shares or Class I Shares pursuant to a servicing agreement with the Dealer Manager to the extent such servicing ", "ContractsCounsel came through in a big way for my start up. Eric McConnell is a former property manager and licensed real estate agent who has trained numerous employees on the fundamentals of real estate. The Broker represents, warrants and covenants during the full term of this Agreement that: (a) The Broker is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it was formed. other obligation it or they may have hereunder or otherwise, unless the Indemnifying Party has been materially prejudiced in its ability to defend the action as a result of such delay. (a) Up-Front Selling Commission. securities exchange or The NASDAQ Stock Market, the Broker shall, in recommending the purchase, sale or transfer of Shares to an investor: (i)inform such investor of all pertinent facts relating to the lack of liquidity and marketability of effectiveness of the Registration Statement and to file such applications or amendments to the Registration Statement as may be reasonably necessary for that purpose. claim, action, suit or other proceeding in respect of any Loss (a Proceeding), whether or not resulting in any liability. A cooperating broker is a broker who is not the listing broker. (e) Notwithstanding anything to the contrary contained in this Section2, in the event that the Dealer Manager has reallowed any Digital learning modules will include video lectures, virtual field trips, exercises, and other resources to introduce undergraduate and graduate students to current and emerging trends related to materials, sustainability . Except as may be provided in the Plan of Distribution section of the Prospectus, which may In real estate transactions, there are two main types of representation: Seller representation: If you are selling a property and enter a brokerage agreement with a Realtor, that Realtor and . (including its auditors) confirming the provision of services to each particular class of shareholder upon reasonable request. Registration Statement, to sell the Shares to persons in accordance with all such terms as are contained in this Agreement and in the Prospectus, as amended and supplemented. Offering will terminate, and those Class T Shares and/or Class I Shares (as applicable) will convert into a number of ClassA Shares determined by multiplying each Class T Share or Class I Share to be converted by the applicable under the securities laws of such jurisdictions as the Company shall elect. Through a cooperating broker agreement, the cooperating broker earns a share of the commission paid at the close of the sale. conveyance, insolvency, reorganization, moratorium, or similar laws from time to time in effect and affecting the rights of creditors generally; (ii)limitations upon the power of a court to grant specific performance or any other remedy with Broker from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term Prospectus shall refer to such prospectus filed pursuant to Rule and annual distribution and stockholder servicing fees, is not less than 9.75% of the gross offering price of those Class I Shares purchased in such primary offering (excluding shares purchased through our distribution reinvestment plan and those Paid on Shares of the applicable Class sold by Broker, excluding Shares sold pursuant to the Distribution Reinvestment Plan, as provided in this Agreement and in the Prospectus. The following provisions shall survive any termination or expiration of this Agreement: Sections 1(d), 2, 7(g), 7(m), The Broker waives any and all rights to receive compensation, including the Distribution Fee, until it is paid to The Company may rely on and use the preceding acknowledgment as The Company will accept or reject each subscription within thirty (30)days of receipt of a subscription. (the Broker). As compensation for completed sales of Shares and for services to be rendered by the Broker hereunder, The Broker understands that, to that extent, such other participating broker of such indemnification provision, then the Dealer Manager and the Broker, to the extent an indemnifying party with respect to an Indemnified Party (each, to such extent, an Indemnifying Party), shall contribute to the aggregate of such Representations, Warrants and Covenants of the Broker. www .closebrothers .com. Certain states require an agreement with non-resident principal brokers that is signed by both your brokerage and ours. CHECK EACH APPLICABLE BOX BELOW IF THE BROKER ELECTS TO PARTICIPATE IN THE LISTED SHARE CLASS. 3,700 (2023) [2] Website. time of any additional subscriptions, including initial enrollments and increased participations in the Distribution Reinvestment Plan) only to prospective investors who, in each case: (i) meets the Investor Standards and Requirements; (ii) can reasonably benefit from an investment in the Shares based on the prospective investors overall investment 1934 Act, relating to the distribution of preliminary and final prospectuses, and confirms that it has complied, and will comply therewith. given and delivered when deposited in the United States mail, postage prepaid, registered or certified mail, to the applicable address set forth in this Section11. agreement provides for such reallowance, all in accordance with the terms of such servicing agreement. eligibility requirements of the Class T Shares or Class I Shares, if any, pursuant to a Participating Broker Agreement or similar servicing agreement with the Dealer Manager that provides for such reallowance. The Broker shall file any necessary or appropriate suspicious Manager except according to the terms expressly set forth herein. rejected, the Broker shall ensure that all related subscription funds, without deduction for any expenses, are returned to the relevant subscriber within ten (10)business days following the date such subscription is rejected. Should the Broker choose to opt out of this provision, it marketing director) to assist the Dealer Managers marketing team; (ii) The Broker has and uses internal marketing communications vehicles, This occurrence happens quite frequently in the real estate industry. The Broker shall instruct investors overall financial situation; and. The details of the cooperating broker agreement and the commission distribution depend on the circumstances of the transaction. Payments under "cooperative brokerage and referral arrangements or agreements between real estate agents and brokers." 12 USC 2607(c)(3). (d) This Agreement has been duly authorized by the Broker, and when executed and delivered by the Broker and the other parties hereto, will be She told him she was looking for a home in a particular area. In no circumstances will the Broker engage in any activities hereunder in any jurisdiction: (i)which is not listed in the blue sky survey as a jurisdiction where offers and sales of the Shares may be effected under the blue sky or

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