FIRST MIDWEST SECURITIES, INC.
450,000 Units
Orlando Predators Entertainment, Inc.
SELLING AGREEMENT
Dear Sirs:
1. We, as Underwriter, are offering for sale an aggregate of 450,000
Units (the "Firm Units") of Orlando Predators Entertainment, Inc. (the
"Company") which we have agreed to purchase from the Company. In addition, we
have been granted an option to purchase from the Company up to an additional
67,500 Units (the "Option Units") to cover over-allotments in connection with
the sale of the Firm Units. The Firm Units and the Option Units purchased are
herein collectively called the "Units." The Units and the terms under which
they are to be offered for sale by the Underwriter are more particularly
described in the Prospectus.
2. The Units are to be offered to the public by the Underwriter at the
price per Unit set forth on the cover page of the Prospectus (the "Public
Offering Price"), in accordance with the terms of the offering thereof set
forth in the Prospectus.
3. The Underwriter is offering, subject to the terms and conditions
hereof, a portion of the Units for sale to certain dealers who are engaged in
the investment banking or securities business and who are either (i) members in
good standing of the National Association of Securities Dealers, Inc. (the
"NASD") or (ii) dealers with their principal places of business located outside
the United States, its territories and its possessions and not registered as
brokers or dealers under the Securities Exchange Act of 1934, as amended (the
"1934 Act") who have agreed not to make any sales within the United States, its
territories or its possessions or to persons who are nationals thereof or
residents therein (such dealers who shall agree to purchase Units hereunder
being herein called "Selected Dealers"), at the Public Offering Price, less a
selling concession (which may be changed) of not in excess of $.___ per Unit
payable as hereinafter provided, out of which concession an amount not
exceeding $.___ per Unit may be reallowable by Selected Dealers to members of
the NASD or foreign dealers qualified as aforesaid. The Selected Dealers have
agreed to comply with the provisions of Section 24 of Article III of the
Rules of Fair Practice of the NASD, and if any such dealer is a foreign dealer
and not a member of the NASD, such Selected Dealer also has agreed to comply
with the NASD's interpretation with respect to free-riding and withholding, to
comply, as though it were a member of the NASD, with the provisions of Section
8 and 36 of Article III of such Rules of Fair Practice, and to comply with
Section 25 of Article III thereof as that Section applies to non-member foreign
dealers. The Underwriter may be included among the Selected Dealers.
4. We shall have full authority to take such action as we may deem
advisable in respect of all matters pertaining to the public offering of the
Units.
5. If you desire to purchase any of the Units, your application should
reach us promptly by telephone, telegraph or facsimile at our office at 0000 X.
Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxx 00000, Attention: Xxxxxxx X.
Xxxxx, Telephone No. (000) 000-0000 or (000) 000-0000, Fax No. (000) 000-0000.
We reserve the right to reject subscriptions in whole or in 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.
6. Any Units purchased by you under the terms of this Agreement may be
immediately reoffered to the public in accordance with the terms of offering
thereof set forth herein and in the Prospectus, subject to the securities or
blue sky laws of the various states or other jurisdictions.
You agree to pay us on demand an amount equal to the Selected Dealer
concession as to any Units purchased by you hereunder which, prior to the
termination of this Agreement, we may purchase or contract to purchase and, in
addition, we may charge you with any broker's commission and transfer tax paid
in connection with such purchase or contract to purchase. Certificates for
Units delivered on such repurchases need not be the identical certificates
originally purchased.
No expenses shall be charged to Selected Dealers. A single transfer tax,
if payable, upon the sale of the Units by the Underwriter to you will be paid
when such Units are delivered to you. However, you shall pay any transfer tax
on sales of Units by you and you shall pay your proportionate share of any
transfer tax (other than the single transfer tax described above) in the event
that any such tax shall from time to time be assessed against you and other
Selected Dealers as a group or otherwise.
Neither you nor any other person is or has been authorized to give any
information or to make any representation in connection with the sale of the
Units other than as contained in the Prospectus.
7. The first three paragraphs of Section 6 hereof will terminate when we
shall have determined that the public offering of the Units has been completed
and upon telegraphic notice to you of such termination, but, if not theretofore
terminated, they will terminate at the close of business on the 30th full
business day after the date hereof; provided however, that we shall have the
right to extend such provisions for a further period or periods, not exceeding
an additional 30 full business days in the aggregate upon telegraphic or
facsimile notice to you.
8. For the purpose of stabilizing the market in the Units, we have been
authorized to make purchases and sales of the Units of the Company, in the open
market or otherwise, for long or short account, and, in arranging for sales, to
over-allot.
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9. On becoming a Selected Dealer, and in offering and selling the Units,
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.
We hereby confirm that we will make available to you such number of copies
of the Prospectus (as amended or supplemented) as you may reasonably request
for the purposes contemplated by the 1933 Act or the 1934 Act, or the rules and
regulations thereunder.
10. Upon request, you will be informed as to the states and other
jurisdictions in which we have been advised that the Units are qualified for
sale under the respective securities or blue sky laws of such states and other
jurisdictions, but we assume no obligation or responsibility as to the right of
any Selected Dealer to sell the Units in any state or other jurisdiction or as
to the eligibility of the Units for sale therein.
11. No Selected Dealer is authorized to act as our agent or otherwise to
act on our behalf, in offering or selling the Units to the public or otherwise
or to furnish any information or make any representation except as contained in
the Prospectus.
12. Nothing will constitute the Selected Dealers an association or other
separate entity or partners with the Underwriter or with each other, but you
will be responsible or your share of any liability or expense based on any
claim to the contrary. We shall not be under any liability for or in respect of
value, validity or form of the Units or the delivery of the certificates for
the Units, or the performance by anyone of any agreement on its part, or the
qualification of the Units for sale under the laws of any jurisdiction, or for
or in respect of any other matter relating to this Agreement, except for lack
of good faith and for obligations expressly assumed by us or by the Underwriter
in this Agreement and no obligation on our part shall be implied herefrom. The
foregoing provisions shall not be deemed a waiver of any liability imposed
under the 1933 Act.
Payment for the Units sold to you hereunder is to be made at the Public
Offering Price less the above-mentioned selling concession at such time and
date as we may advise, at the office of First Midwest Securities, Inc., at the
address indicated above, by a certified or official bank check in Clearing
House funds, payable to the order of First Midwest Securities, Inc., against
delivery of certificates for the Units. If such payment is not made at such
time, you agree to pay us interest on such funds at the prevailing brokers'
loan rate.
13. Notices should be addressed to us at our office address indicated
above. Notices to you shall be deemed to have been duly given if telegraphed,
mailed, or telefaxed to you at the address to which this letter is addressed.
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14. This Agreement shall be governed by and construed exclusively in
accordance with the laws of the State of Wisconsin without giving effect to the
choice of law or conflicts of law principles thereof.
15. If you desire to purchase any Units, please confirm your application
by signing and returning to us your confirmation on the duplicate copy of this
letter enclosed herewith, even though you may have previously advised us
thereof by telephone, telegraph or fax. Our signature hereon may be by
facsimile.
Very truly yours,
FIRST MIDWEST SECURITIES, INC.
By:
----------------------------------
Xxxxx Xxxxx, President
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First Midwest Securities, Inc.
0000 X. Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Gentlemen:
We hereby irrevocably subscribe for __________ Units of Orlando Predators
Entertainment, Inc. in accordance with the terms and conditions stated in the
foregoing letter. We hereby acknowledge receipt of the Prospectus referred to
in the first paragraph thereof relating to said Units and we confirm that we
have no right to return any Units to you. We further confirm that our
commitment hereunder will not result in any violation by us of Section 8(b) or
15(c) of the Securities Exchange Act of 1934 or the rules and regulations
thereunder, including Rule 15c3-1, or any provision of any applicable rules of
any securities exchange to which we are subject or of any restriction imposed
upon us by such exchange. We further state that in purchasing said Units we
have relied upon said Prospectus and upon no other statement whatsoever,
whether written or oral. We confirm that we are a dealer actually engaged in
the investment banking or securities business and that we are either (i) a
member in good standing of the National Association of Securities Dealers, Inc.
(the "NASD") or (ii) a dealer with its principal place of business located
outside the United States, its territories and its possessions and not
registered as a broker or dealer under the Securities Exchange Act of 1934, as
amended, who hereby agrees not to make any sales within the United States, its
territories or its possessions or to persons who are nationals there or of
residents therein. We hereby agree to comply with the provisions of Section 24
of Article III of the rules of Fair Practice of the NASD, and if we are a
foreign dealer and not a member of the NASD, we also agree to comply with the
NASD's interpretation with respect to free-riding and withholding, to comply,
as though we were a member of the NASD, with provisions of Sections 8 and 36 of
Article III of such Rules of Fair Practice, and to comply with Section 25 of
Article III thereof as that Section applies to non-member foreign dealers.
Name of Firm
Authorized Signature
Title
Date
