Alya International, Inc.
#000 - 00 Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(000) 000-0000
SELLING AGENT AGREEMENT
_______________, 1999
__________________
__________________
__________________
Gentlemen:
We are offering for sale 5,000,000 Shares of common stock of Alya
International, Inc., a Delaware corporation (the "Company"), on a "best
efforts, all or none" basis. The Shares and the terms upon which they are to
be offered for sale are more particularly described in the enclosed
Prospectus. We invite your participation, as Selling Agent, on the terms and
conditions stated herein.
1. OFFERING PRICE. The Shares are to be offered to the public at the
price of $1.00 per Share (hereinafter called the "Public Offering Price") and
shall not be directly or indirectly offered or sold to the public by Selling
Agents at any other price during the period this Agreement is in effect.
2. SELLING AGENTS. Members of the National Association of Securities
Dealers, Inc. (the "NASD") who shall agree to offer Shares hereunder (herein
referred to as "Selling Agents") will be allowed a commission of ten percent
(10%) of the total sales price (i.e., $0.10 per Share) and payable as
hereinafter provided. No commission shall be earned or paid unless the
Shares are sold on or before _______________________ [90 days from the date of
the Prospectus], which date may be extended for up to an additional 90 by the
Company.
3. SUBSCRIPTIONS. We reserve the right to reject all subscriptions, in
whole or in part, to make allotments, and to close the subscription books at
any time without notice. The Shares allotted to you will be confirmed,
subject to the terms and conditions of this Agreement. Payments for Shares
sold by you are to be made by check or money order only and shall be made
payable to Alya International, Inc. In respect to all Shares sold by you
pursuant hereto, you will promptly transmit (by noon of the next business day
following receipt) to us all checks and money orders received in payment in
the full amount of the Public Offering Price for the number of Shares
purchased, without deduction for any commission, in compliance with Rule 15c2-4
under the Securities Exchange Act of 1934 (the "1934 Act"). YOUR TRANSMITTAL
LETTER ACCOMPANYING CHECKS OR MONEY ORDERS TO US SHALL SET FORTH THE NAMES
AND ADDRESSES, TOGETHER WITH SOCIAL SECURITY OR APPROPRIATE TAX I.D. NUMBERS,
OF THE PURCHASERS WITH THE NUMBER OF SHARES PURCHASED.
NO COMMISSIONS SHALL BE PAYABLE, AND ALL SUBSCRIPTIONS ARE SUBJECT TO
REJECTION, UNLESS AND UNTIL THE SELLING AGENT HAS COMPLIED WITH THE ABOVE
UNDERLINED PROVISION.
Each sale shall be contingent upon the sale of the Shares being sold on
or before _________________ [90 days from the date of the Prospectus] (which
date may be extended for up to an additional 90 days by the Company), and
upon the acceptance of such sale by the undersigned. In the event any order
submitted by you is not accepted, we will return all funds paid by the
subscriber. Payment of the selling commissions in respect of each such sale
will be made to the Selling Agent by us when and only upon the acceptance of
such sale by us. The offering is made subject to the issuance and delivery
of the Shares, to the approval of legal matters by counsel, and to the terms
and conditions herein set forth.
If an order is rejected or if a payment is received which proves
insufficient or worthless, any compensation paid to the Selling Agent shall
be returned by the Selling Agent's remittances in cash.
4. OFFERING TO PUBLIC. Shares sold to the public by dealers shall be
sold by the Selling Agents as agents for the Company. Neither you nor any
other person is, or has been, authorized to give any information or to make
any representations in connection with the sale of the Shares other than as
contained in the Prospectus. The Selling Agent will not sell the Shares
pursuant to this Agreement unless the Prospectus is furnished to the
purchaser at least forty-eight (48) hours prior to the mailing of the
confirmation of sale, or is sent to such person under such circumstances that
it would be received by him forty-eight (48) hours prior to his receipt of a
confirmation of the sale. The Selling Agent understands that during the
ninety (90)-day period after the first date upon which the Shares of the
Company are bona fide offered to the public, all Selling Agents effecting
transactions in the Company's securities shall be required to deliver the
Company's current Prospectus to any purchasers thereof prior to or concurrent
with the receipt of the confirmation of sale. Additional copies of the then
current Prospectus will be supplied by the Company in reasonable quantities
upon request. No Selling Agent is authorized to act as an agent for the
Company except in offering the Shares to the public pursuant to this
Agreement.
5. COMPLIANCE WITH SECURITIES LAWS. Upon becoming a Selling Agent, and
in offering and selling the Shares, you agree to comply with all applicable
requirements of the Securities Act of 1933, as amended (the "1933 Act"), the
1934 Act, any applicable state securities or "Blue Sky" laws, and the Conduct
Rules of the NASD, including, but not limited to:
a) IM-2110-1 "Free-Riding and Withholding",
b) Rule 2420 "Dealing with Non-Members",
c) Rule 2730 "Securities Taken in Trade",
d) Rule 2740 "Selling Concessions, Discounts and Other", and
e) Rule 2750 "Transactions with Related Persons".
Upon application, you will be informed as to the states in which we have
been advised by counsel to the Company that the Shares have been qualified
for sale under the respective securities or Blue Sky laws of such states, but
we assume no obligation or responsibility as to the right of any Selling
Agent to sell the Shares in any state, or as to any sale therein.
By acceptance of this Agreement, you represent that you are a member in
good standing of the NASD.
By acceptance of this Agreement, each Selling Agent has assumed full
responsibility for thorough and prior training of its representatives
concerning the selling methods to be used in connection with the offer and
sale of the Shares, giving special emphasis to the NASD's principles of full
and fair disclosure to prospective investors, suitability standards, and the
prohibitions against "Free-Riding and Withholding."
Each Selling Agent agrees to indemnify and hold harmless the Company and
the other Selling Agents against and from any liability, loss, damage, or
expense arising out of any failure by the Selling Agent to comply with the
1933 Act, the 1934 Act, applicable securities laws of any state, the rules
and regulations of the Securities and Exchange Commission, or the Rules of
Fair Practice of the NASD, due to any act or omission by the Selling Agent.
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6. PROSPECTUS AND OFFERING. The Registration Statement on Form SB-1
(File No. 333-82877) with respect to the subject Shares was declared
effective on __________, 1999. By signing this Agreement, each Selling Agent
acknowledges receipt of a copy of the Prospectus included in said Registration
Statement. Additional copies of the Prospectus will be supplied to you in
reasonable quantities upon request.
7. LIABILITY. Nothing will constitute the Selling Agent an association
or other separate entity or partners with us or with each other, but you will
be responsible for your share of any liability or expense based on any claim
to the contrary. We will not be under any liability for or in respect of any
matter connected with this Agreement, except for lack of good faith
obligations expressly assumed by us in this Agreement, and any liability due
to our act or omission arising under the 1933 Act.
8. TERMINATION. This Agreement shall terminate ___________________
(which date may be extended for ____________ by the Company), or by either
party giving notice of termination to the other at any time, but such
termination shall not affect your obligation to comply with the requirements
of this Agreement or your right to commissions on orders confirmed by us
prior thereto.
9. NUMBER OF SHARES PURCHASED. You agree, upon our request, at any
time prior to the termination of this Agreement, to report to us the number
of Shares purchased by your customers. Your Share allocation is subject to
reduction at any time prior to sale confirmations and funds therefor being
received by us.
10. NOTICES. Notice to us should be addressed to us at our office:
#000 -00 Xxxxxxx Xxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0, with a copy to
Xxx X. Xxxxxxxxx, Esq., Xxxx Xxxx Xxxx Xxxxxxxxxx & Xxxxxxxxx, P.C., 000
Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000. Notices to you shall be
deemed to have been duly given if telegraphed, mailed, or delivered to you at
the address set forth by you in this Agreement, or if given verbally and
confirmed in writing.
11. CONFIRMATION. If you desire to participate in the offering of the
Shares as hereinbefore set forth, please sign the acceptance below and
provide the pertinent information requested.
Very truly yours,
ALYA INTERNATIONAL, INC.
By:
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Xxxxxxx Xxxxxx, President
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Accepted on:
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Firm Name:
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By:
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Position:
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Address:
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Telephone Number:
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IRS I.D. Number:
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Share Allocation:
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