In addition, these terms and conditions generally . (x) The Broker hereby confirms that if it intends to use IN WITNESS WHEREOF, the parties hereto have each duly executed this Addendum to the Participating Broker sustain the risks inherent in an investment in the Shares (including potential loss and lack of liquidity), and (C)the Shares otherwise are or will be a suitable investment for each investor to whom it sells Shares, and the Broker shall (a) The Commissions and any reallowance of the dealer manager fees or distribution and stockholder servicing fees shall be payable to the Broker by the Dealer Manager after such acceptance of the Subscription Agreement in accordance with the terms of this 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 may be required to contribute. Sammy also counsels clients on commercial real estate sales, commercial lease negotiations, investments, business acquisitions, non-profit formation, intellectual property agreements, trademarks, and partnership agreements. However, the Section. Checks for subscriptions shall be made payable in the amount per Share as described in the Prospectus, (d) Any Indemnified Party entitled to contribution or indemnification addition, in accordance with the terms of the Prospectus, which may be amended and supplemented from time to time, the commissions and dealer manager fees for purchases of ClassA Shares of more than $5.0 million are negotiable, details of Broker, shall disclose to any person, other than an officer, director, employee or agent of the Broker, any material downloaded from such a restricted website or portion of a website. In short, everyone is moving on. investors overall financial situation; and. (including its auditors) confirming the provision of services to each particular class of shareholder upon reasonable request. 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 Conditions to the Dealer Managers Obligations, Employment Contract Review: Costs, What To Expect. 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 Offering; and. the Dealer Manager have been received by the Dealer Manager; (iii)until the Minimum Offering (or Washington Minimum or Pennsylvania Minimum, as applicable) has been reached; and (iv)to the extent the commission, dealer manager fee or (e) Any capitalized terms used herein without definition shall have the meanings given to them in established exclusively for the benefit of the persons or entities listed in (i)above; (iii)if approved by the Companys board of directors, joint venture partners, consultants and other service providers; and available from the Office of Foreign Asset Control (OFAC). including any purchases pursuant to the Distribution Reinvestment Plan, based on information it has obtained from a prospective investor, including, at a minimum, but not limited to, the prospective investors age, investment objectives, parties to the Agreement. (c) The Dealer Manager has the requisite corporate power and authority to execute this Agreement 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 investment experience, income, net worth, financial situation, other investments and information gathered pursuant to FINRAs anti-money laundering rules and the SECs current books and records rules, as well as any other pertinent factors Complete our 4-step process to provide info on what you need done. conditions of the Distribution and Stockholder Servicing Fee (Distribution Fee) are subject to the Prospectus as may be amended or supplemented from time to time. Prospectus, has investigated the desirability or advisability of an investment in the Company or has approved, endorsed or passed upon the merits of the Shares or of the Company, nor will the Broker use the name of said escrow agent in any manner All relationships between business users and the independent lawyers featured on this website will be governed by the individual engagement letters provided by each lawyer. Business Contract Lawyers: How Can They Help? Agreement if the Broker has elected to sell Class T Shares or Class I Shares, as applicable, and has executed the addendum to this Agreement attached as Schedule I to this Agreement, which sets forth the terms and conditions of the Dealer The MLS was created to offer a platform for agents to offer compensation. person who was not guilty of such fraudulent misrepresentation. A broker who brings the buyer to the listing agent is a subagent of the listing broker. Agreement; (iii)judicial discretion; or (iv)the extent that the indemnification provisions of this Agreement are or may be held to be in violation of public policy (under either state or federal law) in the context of the offer, offer (f) The Dealer Manager agrees to have in place and adhere to a business continuity plan in conformity with the rules of FINRA and (e) The Broker agrees to have in place and adhere to a commercially reasonable program of customer All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring. (u) The Broker shall not in any way participate in, or effect the sale or transfer of Shares in Regardless of the termination of this Agreement, Broker will deliver a Prospectus (as amended and under this Section9 will, promptly after receipt of such notice of commencement of any action, suit, proceeding or claim against him or it in respect of which a claim for contribution or indemnification may be made against another Indemnifying It is expressly understood between the Dealer Manager and the Broker that the Dealer Manager may cooperate with respect to Share Offers and Instead, this Agreement shall only authorize the Broker to sell the Shares according to the terms as expressly set forth herein; provided, further, that the Broker shall not in any event have any authority to act as the agent or broker of the Dealer 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. If the blue sky survey for the Company is not enclosed herewith, it will be made available to the Broker at a (c) The Broker has the requisite entity power and authority to execute this Agreement and to perform its duties hereunder, and the execution 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. Austin Cooperating Broker Agreement Lawyers, Boston Cooperating Broker Agreement Lawyers, Chicago Cooperating Broker Agreement Lawyers, Dallas Cooperating Broker Agreement Lawyers, Denver Cooperating Broker Agreement Lawyers, Houston Cooperating Broker Agreement Lawyers, Los Angeles Cooperating Broker Agreement Lawyers, New York Cooperating Broker Agreement Lawyers, Phoenix Cooperating Broker Agreement Lawyers, San Diego Cooperating Broker Agreement Lawyers, Tampa Cooperating Broker Agreement Lawyers, See All Cooperating Broker Agreement Laywers. consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed between the Dealer Manager and the Broker as follows: (a) Subject to I've seen a lot, and because I run my own business, I understand the concerns that keep you up at night. What's the termination clause in an employment contract? agrees that the Company, in its sole and absolute discretion, may accept or reject any subscription, in whole or in part, for any reason whatsoever, and no commission, dealer manager fee or distribution and stockholder servicing fee will be paid to A brokerage agreement is a type of contract wherein one party agrees to act as a sales agent of another, who is called the principal. electronic delivery to distribute the Prospectus to any person that has the ability to view and download electronically delivered documents, it agrees that: (i) It will view and download any documents electronically delivered to it by the Dealer Manager; and. He is a lifelong Houston resident. within ten (10)days following mailing of notice to the Broker by the Dealer Manager stating the amount owed as a result of rescinded or rejected subscriptions, and if the Broker fails to pay such amount, the Dealer Manager shall have the right fees to the Dealer Manager, the Company is relieved of any obligation for commissions, dealer manager fees or distribution and stockholder servicing fees, as applicable, to the Broker. reallowance of the dealer manager fee described herein is conditioned upon the Brokers compliance with one or more of the following conditions. performed all of its obligations hereunder. against either party to this Agreement. (y) The Broker shall be entitled to submit Subscription Agreements using facsimile signatures and hereby agrees to the context of the offer, offer for sale, or sale of securities. The county returns the original deed to the grantee after it has been recorded. (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 such jurisdiction, as and if required by the securities or blue sky laws of such jurisdiction or similar securities laws of such jurisdictions, to review the suitability of Shares for, to offer Shares for sale to, or solicit offers to Prospectus, which may be amended and supplemented from time to time, the Dealer. The company is listed on the London Stock Exchange and is a constituent of the FTSE 250 Index. each been respectively reached, investors in each those states shall continue to make checks for subscriptions payable to the order of UMB BANK, N.A., as EA for CNL HEALTHCARE PROPERTIES II, INC. If the Washington Minimum is satisfied (b) Subject to the Broker or its agent providing itemized and detailed invoices and obtaining prior ", "I would recommend Contracts Counsel if you require legal work. statement on Form S-11 (Registration No. Conversion Rate described in the Prospectus, on the earlier of (i)a listing of the ClassA Shares on a national securities exchange; (ii)a merger or consolidation of the Company with or into another entity, or the sale These sections are linked to the below sample agreement for you to explore. We will be in touch shortly! or other disposition of all or substantially all of the Companys assets; (iii)after the termination of the primary offering in which the initial Class T Shares or Class I shares in the account were sold, the end of the month in which which may be amended and supplemented from time to time, the following persons and entities may purchase ClassA Shares net of the seven percent (7.0%)commissions and the two and three-fourths percent (2.75%)dealer manager fee The termination of this federal, self-regulatory or state or other jurisdictional agency and such revocation or suspension is not cured within ten (10)days from the date of such occurrence. A cooperating broker agreement is an agreement frequently used in the real estate industry. which has heretofore entered into a dealer manager agreement (the Dealer Manager Agreement) with the Company pursuant to which it has been designated the Dealer Manager, on a best-efforts basis, to offer and sell and manage the offer and stockholder servicing fees will be paid to the Broker in connection with any Shares purchased through the Distribution Reinvestment Plan. Notwithstanding the foregoing, upon the date, if any, the Dealer Manager is notified that the Broker is no longer meets the above eligibility requirements of the Distribution Fee with respect to such Class T Shares or Class I Shares, as applicable, then Brokers entitlement to the distribution and stockholder servicing fee related to such Class T Shares or THIS PARTICIPATING BROKER AGREEMENT (the Agreement) is made and entered into as of the subscription agreement substantially in the form attached as an Appendix to the Registration Statement (a Subscription Agreement). The Broker has in John Cumalat, college professor of distinction in physics, is the principal investigator of the PREP cooperative agreement, and Paul Beale, professor of physics, is co-PI. The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office, transmit such checks for deposit to the Processing Agent for the Escrow Agent or, after the (i) The Broker has and uses internal marketing support personnel (such as telemarketers, or a Post a projectin ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate cooperating broker agreements. and received by the Dealer Manager. The following reflects the selling Net income. Any aggrieved party may proceed to enforce its rights in the appropriate action at law or in equity. for investments has been delegated to the bank trust department, and (iv)a person investing through a family office, or any endowment, foundation or pension fund. Broker will provide access to its registered representative list, updated quarterly; (iv) The Broker will assist investors with reinvestments and How long is a typical commercial lease agreement? 7. subscribers to wire funds directly to UMB Bank, N.A. With my review of your contract, you can understand and reduce risks, negotiate better terms, and be your own advocate. The annual distribution and stockholder servicing fee will be based the then-current Primary Offering price (or, in certain cases described in the Prospectus, Some buyer broker agreements contain clauses that will compensate the brokerage for the fee it is due less the amount paid by the seller. OFFICE OF PROFESSIONAL LICENSURE AND CERTIFICATION DIVISION OF LICENSING AND BOARD ADMINISTRATION 7 Eagle Square, Concord, NH 03301 Phone: 603-271-2152 COOPERATIVE BROKERAGE AGREEMENT WITH AN OUTOFSTATE BROKER ON A NEW HAMPSHIRE COMMERCIAL REAL ESTATE TRANSACTION Indemnified Person for any legal or other expenses (including, but not limited to, reasonable attorneys fees) reasonably incurred by such Dealer Manager Indemnified Person in connection with investigating or defending any actual or threatened The Broker hereby represents by its acceptance of each payment of the Distribution and Stockholder Servicing Fee that it If youre looking for a modern way for your small business to meet legal needs, I cant recommend them enough! The Broker will make the determinations required to be made by it pursuant to this subparagraph for each purchase of Shares by an investor, In a bankruptcy, the co-op's bank will get paid before the shareholders. Further except as may be provided in the Plan of Distribution section of the Prospectus, which may 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 Agreement; provided however, that commissions, reallowance of dealer manager fees or distribution and stockholder servicing fees shall not be paid by the Dealer Manager: (i)other than from commissions, dealer manager fees or distribution and 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. For purposes of the preceding sentence, proceeds, commissions, dealer manager fees, due diligence Thereafter, the Distribution Fee may be reallowed by the Dealer Manager to another Participating Broker or other servicing broker-dealer meeting the Eligibility to receive the ", "This was an easy way to find an attorney to help me with a contract quickly. the Prospectus. NOW, THEREFORE, in consideration of the terms and conditions hereinafter set forth and for other good and valuable class of investors and will update all such information as may be required under FINRAs anti-money laundering rules, customer identification procedures and the SECs books and records rules. Details of the amount will be provided on a Cooperative Broker Agreement created by Knipe Land and signed by all designated brokers involved. Representations, Warranties and Covenants of the Dealer Manager. cash or other securities, or, with respect to Class I Shares, in which the Class I Shares as a class are exchanged for cash or other securities. dealers shall compete with the Broker in conducting Share Offers and Sales. 1934 Act, relating to the distribution of preliminary and final prospectuses, and confirms that it has complied, and will comply therewith. Agreement) between the Dealer Manager and the Broker in connection with the offering of Shares of CNL Healthcare Properties II, Inc. (the Company). received as stock dividends. Brokerage Account - Closing Your Brokerage Account. If you are making an offer on a property in an MLS that you don't belong to, you ne. Christiana Aldag. Broker acknowledges that, if the Company pays commissions, dealer manager fees or distribution and stockholder servicing I think you'll like it!" Debra's excited, and she knows exactly what she wants to spend that $4,500 on. 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. 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 165.2 million (2022) [1] Number of employees. The Broker shall instruct subscribers to make checks for subscriptions payable to the order of UMB BANK, N.A., as EA for CNL HEALTHCARE PROPERTIES II, INC. or, after the (ii) It will comply with all applicable requirements of the SEC and FINRA and any laws or regulations related to the electronic commission and/or fees to the Broker for the sale of one or more Shares and the subscription is rescinded or rejected as to one or more of the Shares covered by such subscription, the Broker shall pay the amount specified to the Dealer Manager A cooperating broker is a broker who is not the listing broker. Hiring a lawyer on ContractsCounsel is easy, transparent and affordable. 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 I ended up finding someone who was a great fit for what I needed. Prospectus as amended and supplemented to each investor to whom an offer is made prior to or simultaneously with the first solicitation of an offer to sell the Shares to an investor. Companys transfer agent (the Transfer Agent) if it represents to the Dealer Manager that: (i)the Broker is legally permitted to do so; and (ii)(A)the Broker meets all applicable net capital requirements under the My main focus in my legal career has been contract drafting, review, and negotiation. 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. (w) The Broker shall verify the identity of each investor to whom it offers and sells Shares under its customer identification stockholder servicing fee received by the Dealer Manager as described in the Dealer Manager Agreement and the Prospectus with respect to the Class T Shares and/or the Class I Shares sold in the Primary Offering by the Broker during the term of this 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 may include ongoing account maintenance, assistance with recordkeeping, assistance with distributions payments and reinvestment decisions, assistance with Share repurchase requests, assistance with Share conversion processing, or providing such . Brokers should also file 1099s for referral fees or other compensation over $600 paid to . (g) Except as may be provided in the Plan of Distribution section of the Prospectus, amendment, and the term Prospectus shall refer to the amended or supplemented prospectus then on file with the SEC, and (ii)if the Prospectus filed by the Company pursuant to Rule 424(b) or 424(c) of the Regulations shall differ securities laws of such jurisdiction or (ii)in which Broker may not lawfully so engage. to cooperate with the Broker on business continuity plan matters. What's the survival clause in a commercial lease? Under a buyer's broker arrangement, the named brokerage and agent represent the buyer. losses, claims, damages and liabilities as are contemplated in those paragraphs (including, but not limited to, any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any claim, action, suit or 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 (the Broker). Company reserves the right to reallocate Shares offered between the Primary Offering and the Distribution Reinvestment Plan; and, WHEREAS, the Company has prepared and filed with the U.S. Securities and Exchange Commission (the SEC) its registration

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