LADENBURG THALMANN & CO. INC. 49TH FLOOR NEW YORK, NEW YORK 10022 MORGAN JOSEPH & CO. INC. NEW YORK, NEW YORK 10020 SELECTED DEALERS AGREEMENT
LADENBURG
XXXXXXXX & CO. INC.
000
XXXX 00XX
XXXXXX
00XX
XXXXX
XXX
XXXX, XXX XXXX 00000
XXXXXX
XXXXXX & CO. INC.
000
XXXXX XXXXXX, 00xx
XXXXX
XXX
XXXX, XXX XXXX 00000
________________________________________________
________________________________________________
Dear
Sirs:
1. Registration
under the Securities Act of 1933, as amended (“Act”), of the 5,000,000 Units*
of
New
Asia Partners China I Corporation (“Company”), as more fully described in the
Preliminary Prospectus, dated ______________, 2008, and in the final prospectus
(“Prospectus”) which will be forwarded to you, will become effective in the near
future. We, as the Underwriters, are offering certain of the Units for purchase
by a selected group of dealers (“Selected Dealers”) on the terms and conditions
stated herein.
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Authorized
Public Offering Price:
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$8.00
per Unit.
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Dealers’
Selling Concession:
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Not
to exceed $0.__ per Unit payable upon termination of this Agreement,
except as provided below. We reserve the right not to pay such
concession
on any of the Units purchased by any of the Selected Dealers from
us and
repurchased by us at or below the price stated above prior to such
termination.
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Reallowance:
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You
may reallow not in excess of $0.__ per Unit as a selling concession
to
dealers who are members in good standing of the Financial Industry
Regulatory Authority (“FINRA”) or to foreign dealers who are not eligible
for membership in the FINRA and who have agreed (i) not to sell
the Units
within the United States of America, its territories or possessions
or to
persons who are citizens thereof or residents therein, and (ii)
to abide
by the applicable Conduct Rules of the
FINRA.
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Delivery
and Payment:
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Delivery
of the Units shall be made on or about ________, 2008 or such later
date
as we may advise on not less than one day’s notice to you, at the office
of Ladenburg Xxxxxxxx & Co. Inc., 000 Xxxx 00xx
Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other place as we shall
specify
on not less than one day’s notice to you. Payment for the Units is to be
made, against delivery, at the authorized public offering price
stated
above, or, if we shall so advise you, at the authorized public
offering
price less the dealers’ selling concession stated above, by wire
transfer in Federal (same day) funds or by
certified or official bank check in New York Clearing House Funds
payable
to the order of Ladenburg Xxxxxxxx & Co. Inc.
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Termination:
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This
Agreement shall terminate at the close of business on the 30th
day following the effective date of the Registration Statement
(of which
the enclosed Prospectus forms a part), unless extended at our discretion
for a period or periods not to exceed in the aggregate 30 additional
days.
We may terminate this Agreement, whether or not extended, at any
time
without notice.
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2. Any
of
the Units purchased by you hereunder are to be offered by you to the public
at
the public offering price, except as herein otherwise provided and except that
a
reallowance from such public offering price not in excess of the amount set
forth on the first page of this Agreement may be allowed as consideration for
services rendered in distribution to dealers that (a) are actually engaged
in the investment banking or securities business; (b) execute the written
agreement prescribed by Rule 2740 of the FINRA Conduct Rules; and (c) are either
members in good standing of the FINRA or foreign banks, dealers or institutions
not eligible for membership in the FINRA that represent to you that they will
promptly reoffer such Units at the public offering price and will abide by
the
conditions with respect to foreign banks, dealers and institutions set forth
in
paragraph 9 below.
3. You,
by
becoming a member of the Selected Dealers, agree (a) upon effectiveness of
the
Registration Statement and your receipt of the Prospectus, to take up and pay
for the number of Units allotted and confirmed to you, (b) not to use any of
the
Units to reduce or cover any short position you may have and (c) to make
available a copy of the Prospectus to all persons who on your behalf will
solicit orders for the Units prior to the making of such solicitations by such
persons. You are not authorized to give any information or to make any
representations other than those contained in the Prospectus or any supplements
or amendments thereto.
4. We
may be
authorized to over-allot in arranging sales to Selected Dealers, to purchase
and
sell Units, and to stabilize or maintain the market price of the Units. You
agree to advise us at any time and from time to time upon our request, prior
to
the termination of this Agreement, of the number of Units purchased by you
remaining unsold by you, and you will, upon our request at any such time, sell
to us, for our account or the account of one or more of the Underwriters, such
amount of such unsold Units as we may designate, at the public offering price
thereof less an amount to be determined by us not in excess of the concession
to
dealers. In the event that prior to the later of (i) the termination of this
Agreement or (ii) the covering by us of any short position created by us in
connection with the offering of the Units, for our account or the account of
one
or more Underwriters, we purchase or contract to purchase for our account or
the
account of any of the Underwriters, in the open market or otherwise, any Units
theretofore delivered to you, we reserve the right to withhold the
above-mentioned concession to dealers on such Units if sold to you at the public
offering price, or if such concession has been allowed to you through your
purchase at a net price, you agree to repay such concession upon our demand,
plus, in each case, any taxes on redelivery, commissions, original issue
discount, accrued interest and dividends paid in connection with such purchase
or contract to purchase.
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5. As
contemplated by Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended, we agree to mail a copy of the Prospectus to any person making a
written request therefor during the period referred to in the rules and
regulations adopted under such Act, the mailing to be made to the address given
in the request. You confirm that you have delivered all preliminary prospectuses
and revised preliminary prospectuses, if any, required to be delivered under
the
provisions of Rule 15c2-8 and agree to deliver all copies of the Prospectus
required to be delivered thereunder. We have heretofore delivered to you such
preliminary prospectuses as have been required by you, receipt of which is
hereby acknowledged, and will deliver such further prospectuses as may be
requested by you. You
agree
to keep an accurate record of your distribution (including dates, number of
copies and persons to whom sent) of copies of the Prospectus or any preliminary
prospectus (or any amendment or supplement to any thereof), and promptly upon
request by us to bring all subsequent changes to the attention of anyone to
whom
such material shall have been furnished. You agree to furnish to persons who
receive a confirmation of sale a copy of the Prospectus filed pursuant to Rule
424(b) or Rule 424(c) under the Securities Act.
6. You
agree
that until termination of this Agreement you will not make purchases or sales
of
the Units except (a) pursuant to this Agreement, (b) pursuant to authorization
received from us, or (c) in the ordinary course of business as broker or agent
for a customer pursuant to any unsolicited order.
7. Additional
copies of the Prospectus and any supplements or amendments thereto shall be
supplied in reasonable quantity upon request.
8. The
Units
are offered by us for delivery when, as and if sold to, and accepted by, us
and
subject to the terms herein and in the Prospectus or any supplements or
amendments thereto, to our right to vary the concessions and terms of offering
after their release for public sale, to approval of counsel as to legal matters
and to withdrawal, cancellation or modification of the offer without
notice.
9. Upon
written application to us, you shall be informed as to the jurisdictions under
the securities or blue sky laws of which we believe the Units are eligible
for
sale, but we assume no responsibility as to such eligibility or the right of
any
member of the Selected Dealers to sell any of the Units in any jurisdiction.
We
have caused to be filed a Further State Notice relating to such of the Units
to
be offered to the public in New York in the form required by, and pursuant
to,
the provisions of Article 23A of the General Business Law of the State of New
York. Upon the completion of the public offering contemplated herein, each
member of the Selected Dealers agrees to promptly furnish to us, upon our
request, territorial distribution reports setting forth each jurisdiction in
which sales of the Units were made by such member, the number of Units sold
in
such jurisdiction, and any further information as we may request, in order
to
permit us to file on a timely basis any report that we as the Underwriters
of
the offering or manager of the Selected Dealers may be required to file pursuant
to the securities or blue sky laws of any jurisdiction.
10. You,
by
becoming a member of the Selected Dealers, represent that you are actually
engaged in the investment banking or securities business and that you are (a)
a
member in good standing of the FINRA and will comply with all applicable rules
of the FINRA, including but not limited to FINRA Conduct Rule 2740, or (b)
a
foreign dealer or institution that is not eligible for membership in the FINRA
and that has agreed (i) not to sell Units within the United States of America,
its territories or possessions or to persons who are citizens thereof or
residents therein; (ii) that any and all sales shall be in compliance with
Rule
2790 of the FINRA’s Conduct Rules; (iii) to comply, as though it were a member
of the FINRA, with Rules 2730, 2740 and 2750 of the FINRA’s Conduct Rules, and
to comply with Rule 2420 thereof as that Rule applies to a non-member broker
or
dealer in a foreign country. You
represent that neither you nor any of your directors, officers, partners, or
persons associated with you (as defined in the By-Laws of the FINRA) nor, to
your knowledge, any "related person" (as defined by the FINRA in its
Interpretation Relating to Review of Corporate Financing, which term includes
counsel, financial consultants and advisors, finders, members of the selling
or
distribution groups, and any other persons associated with or related to any
of
the foregoing) or any other broker-dealer has had, within the last twelve
months, any dealings with the Company or any controlling shareholders thereof
(other than relating to this Agreement) as to which documents or information
are
required to be filed with the FINRA pursuant to its Interpretation Relating
to
Review of Corporate Financing.
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11. You
are
not authorized to act as agent for any Underwriter or the Company in offering
the Units to the public otherwise. Neither we not any Underwriter shall be
under
any obligation to you except as specifically set forth herein. Nothing
herein shall constitute any members of the Selected Dealers partners with us
or
with each other, but you agree, notwithstanding any prior settlement of accounts
or termination of this Agreement, to bear your proper proportion of any tax
or
other liability based upon the claim that the Selected Dealers constitute a
partnership, association, unincorporated business or other separate entity
and a
like share of any expenses of resisting any such claim.
12. Ladenburg
Xxxxxxxx & Co. Inc. shall be the Managing Underwriter of the offering and
manager of the Selected Dealers and shall have full authority to take such
action as we may deem advisable in respect of all matters pertaining to the
offering or the Selected Dealers or any members of them. Except as expressly
stated herein, or as may arise under the Act, we shall be under no liability
to
any member of the Selected Dealers as such for, or in respect of (i) the
validity or value of the Units (ii) the form of, or the statements contained
in,
the Prospectus, the Registration Statement of which the Prospectus forms a
part,
any supplements or amendments to the Prospectus or such Registration Statement,
any preliminary prospectus, any instruments executed by, or obtained or any
supplemental sales data or other letters from, the Company, or others, (iii)
the
form or validity of the Underwriting Agreement or this Agreement, (iv) the
eligibility of any of the Units for sale under the laws of any jurisdiction,
(v)
the delivery of the Units, (vi) the performance by the Company, or others of
any
agreement on its or their part, or (vii) any matter in connection with any
of
the foregoing, except our own want of good faith.
13. If
for
federal income tax purposes the Selected Dealers, among themselves or with
the
Underwriters, should be deemed to constitute a partnership, then we elect to
be
excluded from the application of Subchapter K, Chapter 1, Subtitle A of the
Internal Revenue Code of 1986, as amended, and we agree not to take any position
inconsistent with such selection. We authorize you, in your discretion, to
execute and file on our behalf such evidence of such election as may be required
by the Internal Revenue Service.
14. All
communications from you shall be addressed to Ladenburg Xxxxxxxx & Co. Inc.
at 000 Xxxx 00xx
Xxxxxx,
00xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxx. Any notice from us to you
shall be deemed to have been fully authorized by the Underwriters and to have
been duly given if mailed, telegraphed or sent by confirmed facsimile
transmittal to you at the address to which this letter is mailed. This Agreement
shall be construed in accordance with the laws of the State of New York without
giving effect to conflict of laws. Time is of the essence in this
Agreement.
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If
you
desire to become a member of the Selected Dealers, please advise us to that
effect immediately by facsimile transmission and sign and return to us the
enclosed counterpart of this letter.
| Very truly yours, | ||
| LADENBURG XXXXXXXX & CO. INC. | ||
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| By: | ||
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| XXXXXX XXXXXX & CO. INC. | ||
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| By: | ||
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We
accept
membership in the Selected Dealers on the terms specified above.
Dated:
___________ __, 2008
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(Selected
Dealer)
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| By: | ||||
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Name:
Title:
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