EX-1.1
from S-11
21 pages
Inland American Real Estate Trust, Inc., a Maryland Corporation Formed on October 4, 2004 (The “Company”), and Governed by Bylaws (As May Be Amended From Time to Time, the “Bylaws”) and Articles of Incorporation (As May Be Amended From Time to Time, the “Articles”) in the Form Incorporated by Reference Into the Registration Statement, as Described in Section 1(a) Hereof (The Bylaws and Articles Being Hereinafter Referred to as the “Organizational Documents”), Is Offering, Upon the Terms and Conditions Set Forth in the Prospectus (As Defined Below), (I) on a “Best Efforts” Basis Up to 500,000,000 Shares of Common Stock, $.001 Par Value Per Share (The “Shares”) for a Purchase Price of $10.00 Per Share With a Minimum Initial Investment of $3,000 ($1,000 in the Case of Tax-Exempt Entities) and (II) Up to 40,000,000 Shares for a Purchase Price of $9.50 Per Share for Issuance Through the Company’s Distribution Reinvestment Plan (Collectively the “Offering”). Each Subscriber Will Be Required to Enter Into a Subscription Agreement Substantially in the Form of the Subscription Agreement Attached as Appendix C-1 to the Prospectus (Appropriately Modified, in the Case of Canadian Subscribers, to Conform to Applicable Requirements of Canadian Provincial and Territorial Securities Laws) (The “Subscription Agreement”), and Will, Upon Acceptance of the Subscriptions by the Company, Become a Stockholder of the Company (Individually, a “Stockholder” and Collectively the “Stockholders”). Capitalized Terms Used but Not Defined Herein Shall Have the Meanings Set Forth in the Prospectus. 1. Representations and Warranties of the Company. the Company Hereby Represents and Warrants That: (A) Registration Statement and Prospectus. a Registration Statement (File 333-[ ]) on Form S-11 With Respect to an Aggregate of 540,000,000 Shares Has Been Prepared and Filed by the Company Pursuant to the Securities Act of 1933, as Amended (The “Act”), and the Rules and Regulations (The “Rules And
12/34/56
EX-1.1
from 8-K
30 pages
(A) Registration Statement and Prospectus. a Registration Statement (File 333-122743) on Form S-11 With Respect to an Aggregate of 540,000,000 Shares Has Been Prepared and Filed by the Company Pursuant to the Securities Act of 1933, as Amended (The “Act”), and the Rules and Regulations (The “Rules and Regulations”) of the Securities and Exchange Commission (The “Commission”) Thereunder. the Registration Statement, Which Includes a Preliminary Prospectus,
12/34/56