WELLS REAL ESTATE INVESTMENT TRUST III, INC.
Up to 100,000,000 Shares of Preferred Stock
DEALER MANAGER AGREEMENT
Wells Investment Securities, Inc.
6200 The Corners Parkway
Norcross, Georgia 30092
Ladies and Gentlemen:
Wells Real Estate Investment Trust III, Inc., a Maryland corporation (the Company), has registered for public sale up to 100,000,000 shares of its preferred stock, $0.01 par value per share (the Shares), of which 10,000,000 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 sale of the Shares. 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 |
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 a registration statement (Registration No. 333- ) 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 Securities and Exchange Commission (the SEC) promulgated thereunder. Copies of such registration statement 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).
1.2 On the Effective Date and on the date of the Prospectus, the Registration Statement and the Prospectus, including the financial statements contained therein, complied with the Securities Act and the Rules and Regulations. On the Effective Date, the Registration Statement did 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, and on the date of the Prospectus, the Prospectus did 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 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.
1.5 The Company intends to use the funds received from the sale of the Shares as set forth in the Prospectus.
1.6 The Company has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby, and the Company has duly authorized, executed and delivered this Agreement.
1.7 The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and the compliance with the terms of this Agreement by the Company will not conflict with or constitute a default or violation under any charter, by-law, contract, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company, except to the extent that the enforceability of the indemnity