Xxxxxxx, Inc.
0000 Xxxx 0000 Xxxxx
Xxxxxx, Xxxx 00000
(000) 000-0000
Name of Xxxxxxx
Xxxxxx Xxxxxxxx
Xxxx, Xxxxx, Zipcode~
Re: Selling Agreement
Gentlemen:
As the Issuer named in the enclosed Registration Statement filed with
the Securities and Exchange Commission on Form SB-2, we are proposing to offer
for sale and sell on a best efforts basis, a minimum of 100,000 and a maximum
of 200,000 shares of common stock (the "Shares") to the public, in certain
states. The Shares and the terms upon which they are being offered for sale
are more fully described in the enclosed Prospectus included in the
Registration Statement.
The Issuer is offering to certain dealers who are members of the
National Association of Securities Dealers, Inc., the opportunity to
participate in the sale of part of the Shares. The offering price is $.50 per
Share. We agree to pay you a commission of [up to 14%] of the offering price
of $.50 per Share on all Shares which you sell. This commission shall be paid
by the Issuer to the Broker-Dealer within 15 days of the closing of the
offering, subject to receipt of good funds by the Issuer from the Broker-
Dealer. We understand that you are a member of the National Association of
Securities Dealers, Inc., and on the basis of such understanding, invite you
to become a Participating Dealer (such dealers who shall agree to sell Shares
hereunder being hereinafter referred to as "Participating Dealers") to
distribute the Shares. We hereby agree with you as follows:
1. You and we agree to abide by the rules and regulations that are
now or hereafter become applicable to transactions hereunder, including but
not limited to the Rules of Fair Practice of the National Association of
Securities Dealers, Inc., the applicable requirements of the Securities Act of
1933 and the Securities Exchange Act of 1934 and the Rules and Regulations of
the Securities and Exchange Commission, and any applicable State securities
laws.
2. We hereby offer you the opportunity to sell the Shares subject to
the terms and condition hereof. You may participate in the sale of the Shares
by signing and returning to us the duplicate copy of this agreement enclosed
herewith. All sales hereunder are strictly subject to our confirmation, and
we reserve the right in our uncontrolled and sole discretion to reject any
subscription in whole or in part, to make allotments and to close the
subscription books at any time without notice.
3. The Shares are to be offered to the public by us as the Issuer and
by you as a Participating dealer at the price of $.50 per Share, in accordance
with the terms hereof and in the Registration Statement and Prospectus
enclosed, only in those states or other jurisdictions which we have advised
you the offer and sale is registered or otherwise qualified and in which you
are registered as a broker-dealer or are otherwise licensed to make such offer
and sale. The Shares shall not be offered or sold by you below or above such
price. This offering is made subject to the issuance and delivery of the
Shares, acceptance by us, the approval of legal matters by counsel and the
terms and conditions as set forth herein, in the Registration Statement and in
the Prospectus describing such Shares.
4. As the Issuer, we shall have full authority to take such action as
we may deem advisable in respect to all matters pertaining to the offering of
the Shares. Neither you nor any other person is authorized by the Issuer to
give any information or make any representations other than those contained in
the Prospectus in connection with the sale of the Shares. Neither you nor any
other Participating Dealer is authorized to act as agent for the Issuer when
offering the Shares or otherwise but rather will act as an independent
contractor and will be subject to the terms and conditions as provided herein.
5. If any dealer that has sold Shares pursuant hereto violates any
provision of this agreement we shall have the right to repurchase such Shares
from the purchasers thereof. If we elect to repurchase such Shares, such
repurchase shall be made at the full offering price less the concession
initially paid to such Dealer.
6. Payment for all shares should be to the Issuer at the address set
forth above accompanied by duly completed and executed subscription documents.
7. We reserve the right in our discretion without notice to you to
suspend the sales or withdraw the offering of Shares entirely or to modify or
cancel this agreement (which shall be construed in accordance with the laws of
the State of Delaware).
8. No obligation on our part not expressed herein shall be implied or
inferred herefrom. We shall have full authority to take such action as we may
deem advisable in respect to all matters pertaining to this offering. Nothing
herein will be deemed to constitute the Dealers as an association or as
partners with the Issuer or each other, but you will be responsible for your
shares as to any liability or expense based upon any claim to the contrary,
and you further agree to indemnify the Issuer for any liability suffered by it
(including a reasonable attorney's fee) as a result of your violation of
applicable laws in connection with your sale of any of the Shares or a
violation of the terms of this agreement. We shall not be under any liability
for or in respect of the value, validity or form of the securities or the
delivery of the certificates for the shares or the performance by anyone of
any agreement on its part or the qualification of the securities for sale
under the laws of any jurisdiction or for or in respect of any matter
connected with this agreement except for lack of good faith and for
obligations expressly assumed by us in this agreement. The foregoing
provisions shall not be deemed a waiver of compliance with or any liability
imposed under the Securities Act of 1933 or the Rules and Regulations of the
Securities and Exchange Commission promulgated thereunder.
9. Additional copies of the Prospectus and Subscription Documents
will be supplied in limited quantities upon request at no expense to you.
10. Any notice to you will be considered duly given if mailed or
telegraphed to you at your address as indicated herein unless we have received
your written notification of an address change.
11. This agreement will terminate when we have determined that the
offering of the Shares has been completed, and we agree to promptly provide
telegraphic notice of such termination to you. However, if not terminated by
prior notice, this agreement shall automatically terminate at the end of the
offering period in accordance with the provisions of the Prospectus.
12. Please confirm your agreement hereto by signing and returning the
duplicate copy of this agreement enclosed herewith to the Issuer.
Very truly yours,
Xxxxxxx, Inc.
Dated: By
Xxxxxx Xxxxxxx, President
The undersigned hereby desires to sell the Shares in accordance with the
terms and conditions stated in the foregoing letter agreement. We hereby
acknowledge receipt of a copy of the Registration Statement and Prospectus in
connection with the Offering of the securities of the Company. We further
state that in agreement to use our best efforts to sell the Shares we have
relied upon such documents and upon no other statement whatsoever, written or
oral. We confirm that we are members in good standing of the National
Association of Securities Dealers, Inc.
NAME OF BROKER~
Dated: By:
