EXHIBIT B
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BECOME EFFECTIVE. NO
OFFER TO BUY THE SECURITIES CAN BE ACCEPTED AND NO PART OF THE PURCHASE PRICE
CAN BE RECEIVED UNTIL THE REGISTRATION STATEMENT HAS BECOME EFFECTIVE, AND ANY
SUCH OFFER MAY BE WITHDRAWN OR REVOKED, WITHOUT OBLIGATION OR COMMITMENT OF ANY
KIND, AT ANY TIME PRIOR TO NOTICE OF ITS ACCEPTANCE GIVEN AFTER THE EFFECTIVE
DATE. YOUR EXECUTION HEREOF WELL INVOLVE NO OBLIGATION OR COMMITMENT OF ANY KIND
UNTIL THE REGISTRATION STATEMENT HAS BECOME EFFECTIVE.
NATIONS EXPRESS, INC.
SELECTED DEALERS AGREEMENT
--------------------------
, 2000
Dear Sirs:
1. Xxxxxxxxx Securities, Inc. named as the Representative of the
Underwriters ("Underwriter") in the enclosed preliminary Prospectus, proposes to
offer on a firm commitment basis, subject to the terms and conditions and
execution of the Underwriting Agreement, 1,000,000 Units each Unit consisting of
one share of Common Stock and one Warrant at $ 00.00 per Unit ("Securities") of
the above Company. The Securities are more particularly described in the
enclosed Preliminary Prospectus, additional copies of which will be supplied in
reasonable quantities upon request. Copies of the definitive Prospectus will be
supplied after the effective date of the Registration Statement.
2. The Underwriter is soliciting offers to buy, upon the terms and
conditions hereof, a part of the Securities from Selected Dealers, including you
who are to act as principal and who are (i) registered with the Securities and
Exchange Commission ("Commission") as broker-dealers under the Securities
Exchange Act of 1934, as amended ("1934 Act"), and members in good standing with
the National Association of Securities Dealers, Inc. ("NASD"), or (ii) dealers
or institutions with their principal place of business located outside the
United States, its territories and possessions who are not eligible for
membership in the NASD and who agree to make no sales within the United States,
its territories or possessions or to persons who are nationals thereof or
residents therein and, in making sales, to comply with the NASD's Interpretation
with Respect to FreeRiding and Withholding and with Sections2730, 2740 and 2420,
to the extent applicable to foreign nonmember brokers or dealers, and Section
2750 of the NASD's Rules of Fair Practice. The Securities are to be offered at a
public price of $ 00.00 per Unit. Selected Dealers will be allowed a
concession of not less than $ per Unit except as provided below. You will be
notified of the precise amount of such concession prior to the effective date of
the Registration Statement. You may reallow not in excess of $ per Unit to
dealers who meet the requirements set forth in this Section 2. This offer is
solicited subject to the issuance and delivery of the Securities and their
acceptance by the Underwriter, to the approval of legal matters by counsel and
to the terms and conditions as herein set forth.
3. Your offer to purchase may be revoked in whole or in part without
obligation or commitment of any kind by you and any time prior to acceptance and
no offer may be accepted by us and no sale can be made until after the
registration statement covering the Securities has become effective with the
Commission. Subject to the foregoing, upon execution by you of the Offer to
Purchase below and the return of same to us, you shall be deemed to have offered
to purchase the number of Securities set forth in your offer on the basis set
forth in paragraph 2 above. Any oral notice by us of acceptance of your offer
shall be immediately followed by written or telegraphic confirmation
preceded or accompanied by a copy of the Prospectus. If a contractual commitment
arises hereunder, all the terms of this Selected Dealers Agreement shall be
applicable. We may also make available to you an allotment to purchase
Securities, but such allotment shall be subject to modification or termination
upon notice from us any time prior to an exchange of confirmations reflecting
completed transactions. All references hereafter in this Agreement to the
purchase and sale of Securities assume and are applicable only if contractual
commitments to purchase are completed in accordance with the foregoing..
4. 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 Securities purchased by you
remaining unsold and we shall have the right to repurchase such Securities upon
demand at the public offering price without paying the concession with respect
to any Securities so repurchased. Any of the Securities purchased by you
pursuant to this Agreement are to be subject to the terms hereof. Securities
shall not be offered or sold by you below the public offering price before the
termination of this Agreement.
5. Payment for Securities which you purchase hereunder shall be made by
you on or before five (5)business days after the date of each confirmation by
certified or bank cashier's check payable to the Underwriter. Certificates for
the Securities shall be delivered as soon as practicable after delivery
instructions are received by the Underwriter.
6. A registration statement covering the offering has been filed with the
Securities and Exchange Commission in respect to the Securities. You will be
promptly advised when the registration statement becomes effective. Each
Selected Dealer in selling Securities pursuant hereto agrees (which agreement
shall also be for the benefit of the Company) that it will comply with the
applicable requirements of the Securities Act of 1933 and of the Securities
Exchange Act of 1934 and any applicable rules and regulations issued under said
Acts. No person is authorized by the Company or by the Underwriter to give any
information or to make any representations other than those contained in the
Prospectus in connection with the sale of the Securities. Nothing contained
herein shall render the Selected Dealers a member of the Underwriting Group or
partners with the Underwriter or with one another.
7. You will be informed by us as to the states in which we have been
advised by counsel the Securities have been qualified for sale or are exempt
under the respective securities or blue sky laws of such states, but we have not
assumed and will not assume any obligation or responsibility as to the right of
any Selected Dealer to sell Securities in any state. You agree not to sell
Securities in any other state or jurisdiction and to not sell Securities in any
state or jurisdiction unless you are qualified or licensed to sell securities in
such state or jurisdiction.
8. The Underwriter shall have full authority to take such action as it
may deem advisable in respect of all matters pertaining to the offering or
arising thereunder. The Underwriter shall not be under any liability to you,
except such as may be incurred under the Securities Act of 1933 and the rules
and regulations thereunder, except for lack of good faith and except for
obligations assumed by us in this Agreement, and no obligation on our part shall
be implied or inferred herefrom.
9. Selected Dealers will be governed by the conditions herein set forth
until this Agreement is terminated. This Agreement will terminate when the
offering is completed. Nothing herein contained shall be deemed a commitment on
our part to sell you any Securities; such contractual commitment can only be
made in accordance with the provisions of paragraph 3 hereof.
10. You represent that you are a member in good standing of the NASD and
registered as a broker-dealer with the Commission, or that you are a foreign
broker-dealer not eligible for membership under Section 1 of the Bylaws of the
NASD who agrees to make no sales within the United States, its territories or
possessions or to persons who are nationals thereof or residents therein and, in
making sales, to comply with the NASD's interpretation with Respect to
FreeRiding and Withholding and with Sections 2730, 2740 and 2420 to the extent
applicable to foreign nonmember brokers and dealers, and Section 2750 of the
NASD's Rules of Fair Practice. Your attention is called to and you agree to
comply with the following: (a) Article III, Section 1 of the Rules of Fair
Practice of the NASD and the interpretations of said Section promulgated by the
Board of Governors of the NASD including Section 2740 and the interpretation
with respect to "Free-Riding and Withholding;" (b) Section 10(b) of the 1934
Act, Rule 10b-10 and
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Regulation M of the general rules and regulations promulgated under the 1934
Act; and (c) Rule 15c2-8 of the general rules and regulations promulgated under
the 1934 Act requiring the distribution of a preliminary Prospectus to all
persons reasonably expected to be purchasers of the Securities from you at least
48 hours prior to the time you expect to mail confirmations. You, as a member of
the NASD, by signing this Agreement, acknowledge that you are familiar with the
cited laws and rules and agree that you will not directly and/or indirectly
violate any provisions of applicable law in connection with your participation
in the distribution of the Securities.
11. In addition to compliance with the provisions of paragraph 10 hereof,
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 11
shall, however, preclude you from acting as agent in the execution of
unsolicited orders of customers in transactions effectuated for them
through a market maker.
If, prior to termination of the offering we purchase or contract to
purchase any Units purchased by you from us, you hereby agree that we
(i) reserve the right not to pay such concession on the Units; (ii)
may sell for your account any Units so purchased and debit or credit
your account with any loss or profit resulting from such sale; or
(iii) may require you to purchase any such securities at a price equal
to the total cost of such purchase including commissions and transfer
taxes (if any) on redelivery.
12. You understand that the Underwriter may in connection with the
offering engage in stabilizing transactions. If the Underwriter contracts for or
purchases in the open market in connection with such stabilization any
Securities sold to you hereunder and not effectively placed by you, the
Underwriter may charge you the Selected Dealer's concession originally allowed
you on the Securities so purchased and you agree to pay such amount to us on
demand.
13. 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 Securities you may become obligated to purchase under the provisions
of this Agreement.
14. All communications from you should be directed to us at Xxxxxxxxx
Securities, Inc., 0000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx, Attn: Xxxxxx X.
X'Xxxxxx, President (000-000-0000) and fax (000-000-0000). All communications
from us to you shall be directed to the address to which this letter is mailed.
Very truly yours,
Xxxxxxxxx Securities, Inc.
By ____________________________________
(Authorized Officer)
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OFFER TO PURCHASE
The undersigned does hereby offer to purchase (subject to the right to
revoke as set forth in paragraph 3) ______________* Securities in accordance
with the terms and conditions set forth above. We hereby acknowledge receipt of
the Prospectus referred to in the first paragraph thereof relating to such
Securities. We further state that in purchasing such Securities we have relied
upon such Prospectus and upon no other statement whatsoever, written or oral.
_______________________________
By ____________________________
(Authorized Officer)
*If a number appears here which does not correspond with what you wish to offer
to purchase, you may change the number by crossing out the number, inserting a
different number and initializing the change.
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