Selected Dealer Agreement (2006)Full Document 

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Institutional REIT, Inc.

Selected Dealer Agreement

Ladies and Gentlemen:

Wells Investment Securities, Inc., as the dealer manager (“Dealer Manager”) for Institutional REIT, Inc. (the “Company”), a Maryland corporation, invites you,                                                               (the “Selected Dealer”), to participate in the distribution of shares of common stock (the “Shares”) of the Company subject to the following terms. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Dealer Manager Agreement between the Dealer Manager and the Company, dated                          , 2006, in the form attached hereto as Exhibit A (the “Dealer Manager Agreement”). References to a “Dealer” include the Selected Dealer.

 

1. Acceptance of Selected Dealer Position; Dealer Manager Agreement. By your acceptance of this Agreement, you will become a Dealer as referred to in the Dealer Manager Agreement and will be entitled and subject to the indemnification provisions contained in Section 6 of the Dealer Manager Agreement, including specifically the provisions of such Dealer Manager Agreement (Section 6.3) wherein each Dealer severally agrees to indemnify and hold harmless the Company, the Dealer Manager and each their officers and directors (including any person named in the Registration Statement, with his consent, as about to become a director), each person who signed the Registration Statement and each person, if any, who controls the Company and the Dealer Manager within the meaning of Section 15 the Securities Act of 1933, as amended (the “Securities Act”). The indemnification agreements contained in Section 6 of the Dealer Manager Agreement shall survive the termination of this Agreement and the Dealer Manager Agreement.

 

2. Submission of Orders.

 

  2.1. Those persons who purchase Shares sold through the Selected Dealer will be instructed by the Selected Dealer to wire funds to The Bank of New York, as escrow agent for Institutional REIT, Inc., as follows:

The Bank of New York

ABA #

Account Name: Institutional REIT, Inc.

Account #

REF: GLA-111/565

or after the Minimum Offering has been achieved, to the Company as follows:

Bank of America

ABA #

Account Name: Institutional REIT, Inc.

Account #


     Any payment not conforming to the foregoing instructions shall be returned to the subscriber not later than the end of the next business day following its receipt.

 

  2.2. Where, pursuant to the Selected Dealer’s internal supervisory procedures, internal supervisory review is conducted at the same location at which subscription documents are received from subscribers, subscription documents will be transmitted by the end of the next business day following receipt by the Selected Dealer to the Dealer Manager.

 

  2.3. Where, pursuant to the Selected Dealer’s internal supervisory procedures, final internal supervisory review is conducted at a different location, subscription documents will be transmitted by the end of the next business day following receipt by the Selected Dealer to the office of the Selected Dealer conducting such final internal supervisory review (the “Final Review Office”). The Final Review Office will in turn by the end of the next business day following receipt by the Final Review Office transmit such subscription documents to the Dealer Manager.

 

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