CRUSADER SECURITIES, LLC Letterhead SELECTED DEALERS AGREEMENT
CRUSADER
SECURITIES, LLC
Letterhead
Dear
Sirs:
1.
Registration
under the Securities Act of 1933, as amended ("Act"), of the 2,000,000 Units
of
Renewable Energy Acquisition Corp. ("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 Underwriter, invite
your participation as a member of the selling group ("Selected Dealer") in
offering to the public a part of the Units at the initial public offering price
of $6.00 per Unit.
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Authorized
Public Offering Price:
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$6.00
per Unit.
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Dealers'
Selling Concession:
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Not
to exceed $0.__ per Unit, subject to the sale of a minimum of 1,000,000
Units in the offering; payable within five business days following
the
date of any closing on the sale of Units in the offering. In
the event that prior to the termination of this Agreement we purchase,
in
the open market or otherwise, any Units sold by or through you, you
agree
to repay to us the amount of the above concession plus brokerage
commissions and transfer taxes paid in connection with such purchase
or
contract to purchase.
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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 promptly, subject to the sale of 1,000,000
Units, at the office of Crusader Securities, LLC, 000 Xxxx Xxxxxx,
Xxxxx
0000, Xxx Xxxx, Xxx Xxxx 00000 or at such other place as we shall
specify
on not less than one day's notice to you. All
orders will be strictly subject to confirmation, and we reserve the
right
in our uncontrolled discretion to reject any order, in whole or in
part,
to accept or reject orders in the order of their receipt or otherwise,
and
to allot. You shall instruct all customers to make all checks payable
to
the escrow agent as set forth below. Payment at the initial public
offering price for Units purchased by your customers shall be made,
with
respect to payments by checks, by transmitting your customers' checks
payable to "___________________, Escrow Account,"
________________________, MN _______, or, with respect to cash payments
or
customer account credit balances, by wire transfer to such account,
all by
noon of the next business day following receipt in accordance with
the
provisions of Rules 15c2-4 and 15c3-1 promulgated by the Commission
pursuant to the Exchange Act.
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Termination:
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This
Agreement shall terminate on the later of the date of payment of
your
concession and delivery of the Units following the final closing
of the
offering of Units by the Company, and the date the offering is terminated
by the Company or us without any Units being sold. We may terminate
this
Agreement by written notice to you at any
time.
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2.
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.
3.
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.
4.
Additional
copies of the Prospectus and any supplements or amendments thereto shall be
supplied in reasonable quantity upon request.
5.
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.
6.
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
acknowledge that you have advised us that sales of the Company's securities
cannot be made from the state of New Jersey. You represent to us that all sales
by you of the Company's securities will be made by your offices outside the
state of New Jersey. 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. In
addition, there shall be provided to the escrow agent and us, with the proceeds
from your customers, a written account of each sale, which account shall set
forth the name and address of the purchasers, the number of Units purchased
by
each, the amount paid there for, and whether the amount paid was in the form
of
cash or evidenced by a check.
7.
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.
8.
You
are
not authorized to act as agent for any Underwriter or the Company in offering
the Units to the public otherwise. Neither we nor 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.
9.
Crusader
Securities, LLC 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.
10.
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.
11.
All
communications from you shall be addressed to Crusader Securities, LLC at 000
Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx X. Xxxx,
Managing Director. Any notice from us to you shall be deemed 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.
[Remainder
of Page Intentionally Left Blank]
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.
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Very
truly yours,
CRUSADER
SECURITIES, LLC.
As
representative of the Underwriters
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| By: | ||
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Xxxxx
X. Xxxx
Managing
Director
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We
accept
membership in the Selected Dealers on the terms specified above.
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Dated:
______________________________, 2007
(Selected Dealer)
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