WELLS REAL ESTATE INVESTMENT TRUST II, INC.
Up to 600,000,000 Shares of Common Stock
DEALER MANAGER AGREEMENT
Wells Investment Securities, Inc.
6200 The Corners Parkway
Norcross, Georgia 30092
Ladies and Gentlemen:
Wells Real Estate Investment Trust II, Inc., a Maryland corporation (the Company), has registered for public sale 600,000,000 shares of its common stock, $.01 par value per share, (the Shares), of which 60,000,000 are intended to be offered pursuant to the Companys dividend reinvestment plan. The Company desires for Wells Investment Securities, Inc. (the Dealer Manager) to act as its agent in connection with the offer and sale of the Shares to the public (the Offering). Except as described in the Prospectus, the Shares are to be sold for a per Share cash price of $10.00. In connection therewith, the Company hereby agrees with you, the Dealer Manager, as follows:
||Representations and Warranties |
A. The Company
As an inducement to the Dealer Manager to enter into this Agreement, the Company represents and warrants to the Dealer Manager and each dealer with whom the Dealer Manager has entered into or will enter into a Selected Dealer Agreement in the form attached to this Agreement as Exhibit A (said dealers being hereinafter referred to as the Dealers) that:
1.1 The Company has prepared and filed with the Securities and Exchange Commission (the SEC) a registration statement (Registration No. 333-107066) which has become effective for the registration of the Shares under the Securities Act of 1933, as amended (the Securities Act), and the applicable rules and regulations (the Rules and Regulations) of the SEC promulgated thereunder. Copies of such registration statement as initially filed and each amendment thereto have been or will be delivered to the Dealer Manager. The registration statement and the prospectus contained therein, as finally amended at the effective date of the registration statement (the Effective Date), are respectively hereinafter referred to as the Registration Statement and the
Prospectus, except that if the Company shall file a prospectus pursuant to Rule 424(b) under the Securities Act that differs from the Prospectus, the term Prospectus shall mean the prospectus filed pursuant to Rule 424(b). The term Preliminary Prospectus as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Rules and Regulations included at any time as part of the registration statement.
1.2 On the date that any Preliminary Prospectus was filed with the SEC, on the Effective Date, on the date of the Prospectus, on the date the Minimum Offering (as hereinafter defined) is obtained and when any post-effective amendment to the Registration Statement becomes effective or any amendment or supplement to the Prospectus is filed with the SEC, the Registration Statement, each Preliminary Prospectus and the Prospectus, as amended or supplemented, if applicable, including the financial statements contained therein, complied or will comply with the Securities Act and the Rules and Regulations. On the Effective Date, the Registration Statement and any such amendment did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. On the date of the Prospectus, as amended or supplemented, as applicable, and on the date the Minimum Offering is obtained, the Prospectus did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the foregoing provisions of this Section 1.2 will not extend to such statements contained in or omitted from the Registration Statement or the Prospectus, as amended or supplemented as are primarily within the knowledge of the Dealer Manager or any of the Dealers and are based upon information furnished by the Dealer Manager in writing to the Company specifically for inclusion therein.
1.3 No order preventing or suspending the use of any Preliminary Prospectus or the Prospectus has been issued and no proceedings for that purpose are pending, threatened, or, to the knowledge of the Company, contemplated by the SEC; and to the knowledge of the Company, no order suspending the offering of the Shares in any jurisdiction has been issued and no proceedings for that purpose have been instituted or threatened or are contemplated.
1.4 The Company has not distributed any offering material in connection with the offering or sale of the Shares, other than the Registration Statement, the Preliminary Prospectus and the Prospectus.
1.5 The Company intends to use the funds received from the sale of the Shares as set forth in the Prospectus.