UWHARRIE CAPITAL CORP COMMON STOCK SELECTED DEALER AGREEMENT
Exhibit 1.2
COMMON STOCK
, 2002
Ladies and Gentlemen:
We have agreed to act as selling agent on an exclusive, best efforts basis, for Uwharrie Capital Corp (the
“Company”), with respect to its offering of up to $7,012,500 of its common stock, par value $1.25 per share (the “Shares”) at a price of $5.50 per share. The Shares and the terms under which they are to be offered for sale are
described in the enclosed prospectus (the “Prospectus”), the receipt of which you hereby acknowledge.
1. Offering to Selected Dealers. We are agreeing to permit you to sell, as our agent, up to $7,012,500 of the Shares, subject to the terms and conditions stated herein and in the Prospectus and
subject to the modification, withdrawal or cancellation of the offering at the offering price of $5.50 per share, less a concession of 3% or $0.165 per share (such concession hereinafter referred to as the “Selected Dealers’
Concession”). Sale of Shares by you pursuant to such offering will be evidenced by our written confirmation and will be on such terms and conditions set forth therein and in the Prospectus. In offering Shares, you will rely upon no statement
whatsoever, written or oral, other than statements in the Prospectus.
The Shares hereunder are to be offered
by you to the public at the offering price, subject to the terms thereof. You represent that in selling Shares hereunder you will keep an accurate record of your distribution (including dates, number of copies, and persons to whom sent) of copies of
the Prospectus (or any amendment or supplement to any thereof), and promptly upon our request, bringing all subsequent changes to the attention of anyone to whom such material shall have been furnished.
After we have commenced selling the Shares to the public, we may change the offering price, the selling concession and the reallowance to
dealers. Except as herein otherwise provided, Shares shall not be offered or sold by you below the offering price before the termination of this Agreement.
2. Payment and Delivery. Subscription forms completed and signed by your respective purchasers along with a check payable to Uwharrie Capital Corp for the full
purchase price of securities to be purchased, less the Selected Dealers’ Concession, shall be delivered to Uwharrie Capital Corp, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000. The Company may reject any subscriptions, in whole or in part, in its
full and absolute discretion, and the subscription books may be closed at any time without advance notice to you.
3. Position of Selected Dealers. You
represent that you are actually engaged in the investment banking or securities business and either a member in good standing of the NASD or that you are a foreign dealer, not eligible for membership in the NASD, who agrees not to offer or sell any
Shares in, or to persons who are nationals or residents of, the United States, its territories or its possessions. In making sales of Shares, you agree to comply with all applicable rules of the NASD, including, without limitation, the NASD’s
Interpretation with Respect to Free-Riding and Withholding and Rule 2740 of the NASD’s Conduct Rules, or, if you are a foreign bank, dealer or institution, you agree to comply with such Interpretation and Rules 2730, 2740, and 2420 (as such
Rules apply to foreign non-members) of the Conduct Rules and Rule 2750 thereof as that Rule applies to a non-member broker or dealer in a foreign country.
On becoming a Selected Dealer, and in offering and selling the Shares, you agree to comply with all the applicable requirements of the Securities Act of 1933, as amended
(the “1933 Act”), and the 1934 Act. You confirm that you are familiar with Rule 15c2-8 under the 1934 Act relating to the distribution of preliminary and final prospectuses for securities of an issuer (whether or not the issuer is subject
to the reporting requirements of Section 13 or 15(d) of the 0000 Xxx) and confirm that you have complied and will comply therewith.
You are not authorized to give any information or make any representations other than as contained in the Prospectus, or to act as agent for us. Nothing contained herein shall constitute the Selected
Dealers being partners with you or us, as Sales Agent or with one another. You agree to pay your proportionate share of any claim, demand, or liability asserted against you, and the other Selected Dealers or any of them, or against us or the Sales
Agent, if any, based on any claim that such Selected Dealers or any of them constitute an association, partnership, joint venture, unincorporated business or other separate entity, including in each case your proportionate share of any expenses
incurred in defending against any such claim, demand or liability. We shall not be under any liability to you, except for obligations expressly assumed by us in this Agreement, and no obligations on our part shall be implied or inferred herefrom.
4. Blue Sky Matters. Upon request, you will be informed as to the
states and other jurisdictions under the respective securities or “blue sky” laws of which we believe the Shares may be sold pursuant to an exemption from registration. You understand and agree that compliance with the securities or
“blue sky” laws in each jurisdiction in which you shall offer or sell any of the Shares shall be your sole responsibility and that we assume no responsibility or obligation as to the eligibility of the Shares for sale or your right to sell
the Shares in any jurisdiction.
5. Notices. All communications from you to
us shall be addressed to The Xxxxxx Xxxxxx Company, 000 Xxxxxxxx Xxxxxx, Xxxxxxx, XX 00000, Attn: W. Xxxx Xxxxxx. Any notice from us to you shall be delivered, mailed or telegraphed to you at the address to which this letter is mailed.
6. Termination. This Agreement shall terminate upon the earlier to occur of: (a) the
Company’s termination of the offering of the Shares or (b) the termination of the Sales Agency Agreement between the Company and us relating to this offering. Such termination shall not affect your obligation to pay for any Shares purchased by
you or your clients or any of the provisions of Section 3 hereof.
7. Successor and
Assigns. This Agreement shall be binding on, and inure to the benefit of, the parties hereto and the respective successors and assigns of each of them; provided, however, that you may not assign your rights or delegate any of
your duties under this Agreement without our prior written consent.
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8. Governing Law. This Agreement and the terms and condition set forth herein shall be
governed by, and construed in accordance with, the laws of the State of North Carolina.
Please confirm your
agreement hereto by signing the duplicate copy of this Agreement enclosed herewith and returning it to us at the address in Section 5 above.
| Very truly yours, THE XXXXXX XXXXXX
COMPANY | ||
| By: |
| |
| W. Xxxx Xxxxxx | ||
Confirmed, as of the date first above written,
Name of Firm
By:
Name:
Title:
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