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EXHIBIT 1.2
FORM OF SELECTED DEALER AGREEMENT
BANC STOCK FINANCIAL SERVICES, INC.
0000 XXXXXXX XXXX, XXXXX 000
XXXXXXXX, XXXX 00000
(000) 000-0000
NORTHERN STAR FINANCIAL, INC.
UP TO 1,000,000 SHARES OF COMMON STOCK
SELECTED DEALER'S AGREEMENT
Columbus, Ohio
_______________, 2000
[NAME AND ADDRESS OF DEALER]
Gentlemen:
Banc Stock Financial Services, Inc. (the "Sales Agent"), as Sales Agent
for Northern Star Financial, Inc., a Minnesota corporation (the "Company"),
invites your participation as a Selected Dealer ("Selected Dealer") in an
offering of up to 1,000,000 Shares of Common Stock, $0.01 par value (the
"Shares"). The Sales Agent is offering the Shares, as agent for the Company, on
a "500,000 Shares minimum, 1,000,000 Shares maximum best efforts" basis,
pursuant to a Registration Statement filed under the Securities Act of 1933, as
amended (the "Act"), subject to the terms of (a) its Agency Agreement with the
Company, (b) this Agreement and (c) the Sales Agent's instructions which may be
forwarded to the Selected Dealers from time to time. This invitation is made by
the Sales Agent only if the Shares may be lawfully offered by dealers in your
state. The terms and conditions of this invitation are as follows:
1. Acceptance of Orders. Orders received from the Selected
Dealers will be accepted only at the price, in the amounts and
on the terms which are set forth in the Company's current
Prospectus.
2. Selling Concession. All Selected Dealers will be allowed on
all Shares sold by them, a commission of
[______________________________________________] as shown in
the Company's current Prospectus. Each Selected Dealer will,
in connection with this participation, comply with the
provisions of Rule 2740 of the National Association of
Securities Dealers, Inc. ("NASD") Conduct Rules and will not
grant any concessions, discounts or any other allowances which
are not permitted by those rules.
3. Selected Dealer Sales. The Selected Dealer shall purchase the
Shares for its customers only through the Sales Agent, and all
such purchases shall be made only upon orders already received
by the Selected Dealer from its customers. No Shares
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may be purchased for the account of the Selected Dealer or its
principals. In all sales of the Shares hereunder, the Selected
Dealer shall serve as agent for a member of the public.
4. Delivery of Funds. The Selected Dealer shall promptly transmit
funds to the escrow agent, no later than 12:00 noon of the
date subsequent to the receipt of funds received from
purchasers, and a confirmation or a record of each sale which
shall set forth the name, address and social security number
of each individual purchaser, the number of Shares purchased,
and, if there is more than one registered owner, whether the
certificate or certificates evidencing the securities
comprising the Shares purchased are to be issued to the
purchaser in joint tenancy or otherwise. Also, each Selected
Dealer shall report, in writing, to the Sales Agent, the
number of persons in each such state who purchase the Shares
from Selected Dealers. Each sale may be rejected by the Sales
Agent; and if rejected, the escrow agent will directly return
funds to the rejected customer.
5. Payment for Sales. Payment for the Company's Shares shall
accompany all confirmations and applications and shall be in
clearing house funds. All checks and other orders for the
payment of money shall be made payable to the escrow agent for
deposit into an escrow account maintained at Resource Bank at
___________________________________________________. All
subscribers' checks are to be made payable to "Resource Bank,
Escrow Account for Northern Star Financial, Inc." Shares sold
by the Selected Dealer will be available for delivery at the
office of the Sales Agent, unless other arrangements are made
with the Sales Agent for delivery.
6. Deposit of Sales Proceeds. The proceeds from the sale of all
of the Shares sold in the offering (the "Offering Proceeds")
will be deposited in the escrow account discussed in paragraph
5 hereof. In the event that Offering Proceeds in an amount of
$_________ have not been deposited and cleared within
____________ (______) days from the date the Company's
Registration Statement is declared effective (unless extended
by the Sales Agent with the written consent of the Company,
for an additional _________________ (______) days), the full
amount paid will be refunded to the purchasers. No
certificates evidencing the securities comprising the Shares
will be issued unless and until Offering Proceeds in an amount
of $_________ have been cleared and such funds have been
released and the net proceeds thereof delivered to the
Company. If Offering Proceeds in an amount of $_________ are
cleared within the time period provided above, all amounts so
deposited will be delivered to the Company, except that the
Sales Agent may deduct its underwriting commissions and the
unpaid portion of its expense allowance from the proceeds of
the offering prior to the delivery of such proceeds to the
Company. No commissions will be paid by the Company or
concessions allowed by the Sales Agent unless and until
Offering Proceeds in the amount of $_________ have been
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cleared and such funds have been released and the net proceeds
thereof delivered to the Company.
7. Failure of Order. If an order is rejected or if a payment is
received which proves insufficient, any compensation paid to
the Selected Dealer shall be returned either by the Selected
Dealer in cash or by a charge against the account of the
Selected Dealer, as the Sales Agent may elect.
8. Conditions of Offering. All sales will be subject to delivery
by the Company of certificates evidencing the securities.
9. Selected Dealer's Undertakings. No person is authorized to
make any representations concerning the Company's Shares
except those contained in the Company's then current
Prospectus. The Selected Dealer will not sell the Company's
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 persons 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 Selected Dealer agrees not to
use any supplemental sales literature of any kind without
prior written approval of the Sales Agent unless it is
furnished by the Sales Agent for such purpose. In offering and
selling the Company's Shares, the Selected Dealer will rely
solely on the representations contained in the Company's then
current Prospectus. Additional copies of the then current
Prospectus will be supplied by the Sales Agent in reasonable
quantities upon request.
The Selected Dealer understands that during the ninety (90)
day period after the first date upon which the Company's
Shares are bona fide offered to the public, all dealers
effecting transactions in the Company's Shares may be required
to deliver the Company's current Prospectus to any purchaser
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 Sales Agent in reasonable
quantities upon request.
10. Representations and Agreements of Selected Dealers. By
accepting this Agreement, the Selected Dealer represents that
either (a) it is registered as a broker/dealer under the
Securities and Exchange Act of 1934, as amended; is qualified
to act as a dealer in the states or other jurisdictions in
which it offers the Company's Shares; is a member in good
standing with the National Association of Securities Dealers,
Inc. ("NASD"), and will maintain such registrations,
qualifications, and memberships throughout the terms of this
Agreement or (b) is a foreign bank, dealer or institution not
eligible for membership in the NASD which agrees to make no
sales in the United States, its territories or possessions or
to persons who are citizens thereof or residents therein, and
in making sales will comply with the NASD's interpretation
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with respect to free-riding and withholding (IM-2110-1).
Further, the Selected Dealer agrees to comply with all
applicable Federal laws, the laws of the state or other
jurisdictions concerned and the Rules and Regulations of the
NASD, and the particular Selected Dealer agrees that in
connection with any purchase or sale of the Company' s Shares
wherein a selling concession, discount or other allowance is
received or granted (i) that it will comply with the decisions
of Rule 2740 of the NASD's Conduct Rules or (ii) if a non-NASD
member, broker or dealer in a foreign country, it will also
comply with the provisions of Rules 2730 and 2750 of the NASD
Conduct Rules as though it were a NASD member and with the
provisions of Rule 2420 as such Rule 2420 applies to a
non-NASD member, broker or dealer in a foreign country.
Further, the Selected Dealer agrees that it will not offer to
sell the Company's Shares in any state or jurisdiction except
the states in which it is licensed as a broker/dealer under
the laws of such states. The Selected Dealer shall not be
entitled to any compensation during any period in which it has
been suspended or expelled from membership in the NASD.
11. Selected Dealer's Employees. By accepting this Agreement, the
Selected Dealer has assumed full responsibility for proper
training and instruction of its representatives concerning the
selling methods to be used in connection with the offer and
sale of the Company's Shares, giving special emphasis to the
principles of suitability and full disclosure to prospective
investors and prohibitions against "free-riding and
withholding."
12. Indemnification. The Company has agreed in the Agency
Agreement to indemnify and hold harmless the Sales Agent
(including within the definition of Sales Agent, any member of
the Selected Dealer group) and each person, if any, who
controls the Sales Agent within the meaning of Section 15 of
the Act or under any other statute or at common law and will
reimburse the Sales Agent and each such person specified as
above for any legal or other expenses (including the cost of
any investigation and preparation) reasonably incurred by them
or any of them in connection with any litigation or claim
whether or not resulting in any liability, but only insofar as
such losses, claims, damages, liabilities or actions arise out
of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in any Registration
Statement or any amendment or supplement thereto or in any
preliminary or final Prospectus or any Blue Sky application or
arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be
stated therein necessary to make the statements therein not
misleading, all as of the date when the Registration Statement
or such post-effective amendment, or the filing of any such
Blue Sky application as the case may be, becomes effective or
any untrue statement or alleged untrue statement of a material
fact contained in any preliminary prospectus or final
prospectus (as amended or as supplemented thereto), or arise
out of or are based upon the omission to state therein a
material fact required to be stated therein or necessary in
order to make the
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statement therein, not misleading; provided however, that the
indemnity agreement contained in this paragraph 12 shall not
apply to amounts paid in settlement of any such litigation if
such settlement is effected without the consent of the Company
nor shall it extend to any Sales Agent or any person
controlling the Sales Agent in respect of any such losses,
claims, damages, liabilities or actions arising out of, or
based upon any such untrue statement or omission was made in
reliance upon and in conformity with written information
furnished to the Company by the Sales Agent on behalf of such
Sales Agent specifically for use in connection with the
preparation of the Registration Statement, the Prospectus or
any such amendment thereof or supplement thereto or Blue Sky
application.
13. Selected Dealer's Indemnification. The Selected Dealer agrees
to indemnify and hold harmless the Company, the Sales Agent,
each of the Company's officers and directors who signed the
Registration Statement, and each person, if any, who controls
the Company and the Sales Agent within the meaning of Section
15 of the Act, against any and all loss, liability, claim,
damage and expense (a) described in the indemnity contained in
paragraph 12 of this Agreement, but only with respect to
untrue statements or omissions or alleged untrue statements or
omissions, made in the Registration Statement or the
Prospectus or any amendment or supplement thereto in reliance
upon and in conformity with written information furnished to
the Company by such Selected Dealer expressly for use in the
Registration Statement (or any amendment thereto) or the
Prospectus (or any amendment or supplement thereto) or (b)
based upon alleged misrepresentations or omission to state
material facts in connection with statements made by the
Selected Dealer or the Selected Dealer's salesmen orally or by
other means; and the Selected Dealer will reimburse the
Company, the Sales Agent, each of the Company's officers and
directors who signed the Registration Statement and each
person, if any, who controls the Company and the Sales Agent
within the meaning of Section 15 of the Act, for any legal or
other expenses reasonably incurred in connection with the
investigation of or the defending of any such action or claim;
or (c) for a violation of state securities or "Blue Sky" laws
for liability occasioned by reason of such Selected Dealer's
failure to have been registered as a broker/dealer or for
misrepresentations in or omission from oral representations
made by such Selected Dealer in connection with the sale of
such securities.
14. Required Notices and Claims. Each indemnified party is
required to give prompt notice to each indemnifying party of
any action commenced against it in respect of which indemnity
may be sought hereunder, but failure to so notify an
indemnifying party shall not relieve it from any liability
which it may otherwise have because of the indemnification
provisions hereof. Any indemnifying party may participate at
its own expense in the defense of such action. If it so elects
within a reasonable time after receipt of such notice, an
indemnifying party, jointly with any other indemnifying
parties receiving such notice, may assume the defense of such
action
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with counsel chosen by it and approved by the indemnified
parties in such action, unless such indemnified parties
reasonably object to such assumption on the ground that there
may be legal defenses available to them which are different
from or in addition to those available to such indemnifying
parties and shall not be liable for any fees and expenses of
counsel for the indemnified parties incurred thereafter in
connection with such action. In no event shall the
indemnifying parties be liable for the fees and expenses of
more than one counsel for all indemnified parties in
connection with any one action or separate but similar or
related actions in the same jurisdiction arising out of the
same general allegations or circumstances.
15. Expenses. No expenses will be charged to Selected Dealers. A
single transfer tax, if any, on the sale of the Shares by the
Selected Dealer to its customers will be paid when such Shares
are delivered to the Selected Dealer for delivery to its
customers. However, the Selected Dealer will pay its
proportionate unit of transfer tax or any other tax (other
than the single transfer tax described above) if any such tax
shall be from time to time assessed against the Sales Agent
and other Selected Dealers.
16. Communications. All communications to the Sales Agent should
be sent to the address shown on the first page of this
Agreement. Any notice to the Selected Dealer shall be properly
given if mailed or telephoned to the Selected Dealer. This
Agreement shall be construed according to the laws of the
State of Ohio.
17. Assignment and Termination. This Agreement may not be assigned
by the Selected Dealer without the Sales Agent's written
consent. This Agreement will terminate upon the termination of
the offering of the Shares except that either party may
terminate this Agreement at any time by giving written notice
to the other party.
Very truly yours,
BANC STOCK FINANCIAL SERVICES, INC.
By:
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Its:
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