XXXXXXX XXXXXX & CO., INC.
000 Xxxxxxxx Xxxxxxxx
Xxxxxxx Xxxx, Xxx Xxxxxx 00000
SELECTED DEALERS AGREEMENT
Gentlemen:
Xxxxxxx Xxxxxx & Co., Inc. (the "Representative" or
the "Underwriter") , as representative for the
underwriters ("Underwriters"), proposes to offer on a
firm commitment basis, 1,000,000 Units (the "Units" or
"Securities") of PPA Technologies, Inc., a New Jersey
corporation, (the "Company"). Such offer will be made
pursuant to the terms and conditions of the
Underwriting Agreement between the Company and the
Underwriters. The Units to be offered for sale are
more particularly described in the enclosed
preliminary Prospectus ("Prospectus"). We invite your
participation, as a Selected Dealer, on the terms and
conditions stated herein.
1. Offering Price. The Units are to be reoffered to
the public at a price of not less than $6.00 per Unit
and shall not be directly or indirectly offered or
sold to the public by Selected Dealers at any lower
price during the period this Agreement is in effect.
The Company proposes to issue and sell a 1,000,000
Units.
2. Selected Dealers. Members of the National
Association of Securities Dealers, Inc. (the "NASD")
who shall agree to reoffer Units hereunder
(hereinafter referred to as "Selected Dealers" or
"Participating Dealers") will be allowed a selling
concession of ten percent (10%) payable as hereinafter
provided. No concession shall be earned or paid unless
a Closing shall take place prior to the "Termination
Date" as defined in the Registration Statement filed
with the United States Securities and Exchange
Commission. You agree that in reoffering said
securities, if your offer is accepted after the
Effective Date, you will make a bona fide public
distribution of same. You will advise us upon request
of the Securities purchased by you remaining unsold
and we shall the right to repurchase such Securities
upon demand at the public offering price without
payment of any concession with respect to any
Securities so repurchased.
3. Subscriptions. The Underwriter reserves the
right
to reject all offers to purchase, in whole or part, to
make allotments and to close the subscription books at
any time without notice. The Units allotted to you
will be confirmed, subject to the terms and conditions
of this Agreement. Payments for Units purchased by
you are to be made by check or money order only and
shall be made payable to the Representative as Agent
or Trustee for the Issuer. In respect of all Units
purchased by you pursuant hereto, you will promptly
transmit (i.e., by no later than noon of the next
business day following receipt by you) to Xxxxxx Xxxxx
Geduld, Inc. (the "Clearing Broker"), having its
principal office at 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxx
Xxxx, Xxx Xxxxxx 0000, your certified check or
cashier's check for payment for the full amount of the
Public offering Price for the number of Units
purchased, without deduction for any commission or
concession, in compliance with the Securities Exchange
Act of 1934, as amended (the "1934 Act"). Your
transmittal letter to the Escrow Agent accompanying
checks or money orders shall include a written account
of sale, which shall include each Purchaser's name and
address, the number of Units Purchased, the amount
paid therefor, Social Security number, taxpayer
identification number, and whether the consideration
received was in the form of a check or money order.
You shall concurrently send a copy of said transmittal
letter to us.
NO COMMISSIONS SHALL BE PAYABLE, AND ALL SUBSCRIPTIONS
ARE SUBJECT TO REJECTION BY THE UNDERWRITER, UNLESS
AND UNTIL THE SELECTED DEALER HAS COMPLIED WITH THE
ABOVE UNDERLINED PROVISIONS.
Each sale shall be contingent upon the sale of
1,000,000 Units being sold on or before the
Termination Date, and upon the acceptance of such sale
by the undersigned. In the event any order submitted
to you is not accepted, the Representative will return
all funds paid by the purchasers. Payment of the
selling concessions in respect of each such sale will
be made to the Selected Dealer, by the Underwriter
when and only in the event that 1,000,000 Units are
sold by the Termination Date and the proceeds released
by the Representative. The offering is made subject
to the issuance and delivery of the Units and the
acceptance hereof by the Underwriter, to the approval
of legal matters by counsel, and to the terms and
conditions herein set forth.
If an offer to purchase is rejected or if a payment is
received which proves insufficient or worthless, any
compensation paid to the Selected Dealer shall be
returned either by the Selected Dealer's remittances
in cash or by a charge against the account of the
Selected Dealer, as the Underwriter may elect.
4. Offering to Public. 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 Units other than as
contained in the Prospectus. The Selected Dealer will
not reoffer the Units pursuant to this Agreement
unless the Prospectus is furnished to the purchaser at
least 48 hours prior to the mailing of the
confirmation of sale, or is sent to the person under
such circumstances that it would be received by him 48
hours prior to his receipt of a confirmation of the
sale. The Dealer understands that during the 90 day
period after the first date upon which the Units of
the Company are bona fide offered to the public, all
Dealers effecting transactions in the Units 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 Underwriter in reasonable quantities upon
request. No Selected Dealer is authorized to act as
agent for the undersigned in any respect.
5. Compliance with Securities Laws. Upon becoming a
Selected Dealer, and in purchasing and reoffering the
Units, you agree to comply with all applicable
requirements of the Securities Act of 1933, as amended
(the 111933 Act") , the 1934 Act, any applicable state
securities or "Blue Sky" laws, and the Rules of Fair
Practice of the NASD, including, but not limited to,
Article III, Section I thereof, and the
interpretations of said section promulgated by the
Board of Governors of such Association, including an
Interpretation with respect to free-riding and
withholding dated November 1, 1970, and as thereafter
amended, and including information concerning the
Board of Governor's Interpretation thereof dated March
2, 1979, to NASD members. You also agree to comply
with Sections 8, 24, 25 and 36 of Article III of the
Rules of Fair Practice of the NASD. upon application,
you will be informed as to the states in which we have
been advised by counsel to the Company or counsel to
the Underwriter that the Units 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 Selected Dealer
to sell the Units 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 Selected Dealer
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 Units, 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 Selected Dealer agrees to indemnify and hold
harmless the Underwriter, the Company and the other
Selected Dealers against and from any liability, loss,
damage, or expense arising out of any failure by the
Selected Dealer 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 and the Rules of Fair Practice of the NASD,
due to any act of omission by the Selected Dealer.
By submitting an offer to purchase you confirm that
you may, in accordance with Rule 15c3-1 adopted under
the 1934 Act, agree to purchase the number of Units
you may become obligated to purchase under the
provisions of this Agreement.
6. Prospectus and Offering. We have been advised by
the Company that the offering under the Registration
Statement on Agreement, each Selected Dealer
acknowledges receipt of a copy of Form SB-2 (File No.
)with respect to the subject Units commenced on
___________________, 1996 . By signing this
Agreement each Selected Dealer 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.
You will not, until advised by us in writing or by
wire that the entire offering has been distributed and
closed, bid for or purchase securities in the open
market or otherwise make a market in the Securities or
otherwise attempt to induce others to purchase the
Securities in the open market. Nothing contained in
this paragraph shall however preclude you from acting
as agent in the execution of unsolicited orders of
customers effectuated for them through a market maker.
7. Liability, Nothing herein will constitute the
Underwriter or the Selected Dealers as an association,
partnership or joint venture with each other, or as an
unincorporated business or other separate entity, but
you will be responsible for your share of any
liability or expense based ode any claim to the
contrary. As the Underwriter, we shall have full
authority to take such action as we may deem advisable
in all matters pertaining to the offering. The
Underwriter shall not be under any liability (except
for its own want of good faith) for or in respect of:
the validity or value of, or title to any of the Units
or securities underlying the Units; the form of, or
the statements contained in, or the validity of the
prospectuses or any amendment or supplement thereto;
any document incorporated by reference therein or any
other instruments executed by or on behalf of the
Company or others; the form or validity of the
Underwriting Agreement or this Agreement; the delivery
of the Units or the securities underlying the Units;
the performance by the Company of the Units or the
securities underlying the Units or others of any
agreement on its or their part; the qualifications of
the Units or the securities underlying the Units for
sale or the legality of the Units and such securities
for investment under the laws of any jurisdiction; or
any matter in connection with any of the foregoing;
provided, however that nothing in this paragraph shall
be deemed to relieve the Underwriter from any
liability imposed by federal securities laws.
8. Communications. All communications from Selected
Dealers should be addressed to Xxxxxxx Xxxxxx & Co.,
Inc., P.. Box 38, 000 Xxxxxxxx Xxxxxxxx, Xxxxxxx Xxxx,
Xxx Xxxxxx 00000, Attention: Xxxxxx Xxxxxx, President.
Any notice from the Underwriter to a Selected Dealer
shall be deemed to have been duly given if mailed,
telecopied, or telegraphed to such Selected Dealer at
the address first appearing in this Agreement.
9. Amendment. This Agreement may be supplemented or
amended by the Underwriter by written notice thereof
to you, and any such supplement or amendment to this
Agreement shall be effective after the date of such
supplement or amendment.
10. Governing Law. This Agreement shall be governed
by the laws of the State of New Jersey.
This Agreement supersedes any prior understanding you
have with the Underwriter with respect to the subject
matter hereof. If the foregoing is acceptable to you,
please sign and return the enclosed copy of this
Agreement.
Very truly yours,
XXXXXXX XXXXXX & CO., INC.
By:__________________________
Xxxxxx Xxxxxx, President
OFFER TO PURCHASE
The undersigned does hereby offer to purchase (subject
to the right to revoke as set forth in the Agreement)
_______________* Units in accordance with the terms
and conditions set forth above. We hereby acknowledge
receipt of the Prospectus referred to herein above
relating to such Units. We further state that in
purchasing such Units we have relied upon such
Prospectus and upon no other statement whatsoever,
written or oral.
_______________________________
(Name of Dealer)
By:_____________________________
Name:
Title:
Address:
Telephone:
Telecopy:
* If a number appears here which does not correspond
with what you wish to purchase, you may change the
number by crossing of the number, and inserting a
different number and initializing the change.
Xxx,
With respect to the DTC issue, I suggest the
following. Accompany each of the above Selected
Dealer Agreements sent out with a cover letter. In
that cover you may state that " as a means to effect
the payment for the securities set forth in the
enclosed agreement we would appreciate effecting that
payment through DTC ("Depository Trust Company"). To
effect this transfer of funds please us with your
DTC/Clearing Number: __________________ as soon as
possible.
This will avoid the issue of a new amendment for an
amended exhibit and it is still consistent with the
agreement since good funds are still required. Only
the manner of transferring those funds has changed.
Xxxxx
