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1,500,000 Units
DYNAMIC INTERNATIONAL, LTD.
SELECTED DEALERS AGREEMENT
Xxx Xxxx, Xxx Xxxx
,0000
Dear Sirs:
1. We as the Underwriter named in the enclosed Prospectus have agreed,
subject to the terms of the Underwriting Agreement to purchase and offer for
sale an aggregate of 1,200,000 Units ("Units"), each Unit consisting of one
share of common stock, $.001 par value, one Class A Redeemable Common Stock
Purchase Warrant and one Class B Redeemable Common Stock Purchase Warrant, at a
price of $5.00 per Unit of Dynamic International, Ltd. (the "Company"), which we
have agreed to offer on a "firm commitment basis." In addition, we have been
granted an option to purchase up to an additional 180,000 Units to cover
overallotments in connection with the sale of Units. The Units and the terms
under which they are to be offered for sale by us are more particularly
described in the Prospectus.
2. The Units are to be offered to the public by the Company through
Xxxxxxxxx Xxxxxx, Inc., as 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. We are offering to certain dealers, subject to the terms and
conditions hereof and in the Prospectus a portion of the Units 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 reallowed. Such dealers who execute
and deliver a Selected Dealer Agreement are referred to herein as "Selected
Dealers." You hereby confirm by signing this agreement that you are actually
engaged in the investment banking or securities business, and 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 and Exchange Act of 1934,
as amended (the " 1934 Act"), who have agreed not to make any sales within the
United
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States its territories or its possessions or to persons who are nationals
thereof or residents therein. 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 dealers 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.
4. We shall have full authority to take such action as we may deem
advisable in respect to all matters pertaining to the public offering of the
Units.
5. If you desire to act as a Selected Dealer with respect to the Units,
your application should reach us promptly by telephone or other means of
telecommunications at our office at Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Syndicate, telephone number (000) 000-0000. The Units allotted
to you will be confirmed, subject to the terms and conditions of this Agreement.
6. The privilege of subscribing for the Units is extended to you only
as you may lawfully sell the Units to dealers in your state or other
jurisdiction.
7. Any Units subscribed for 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.
8. You agree to pay us on demand for our account an amount equal to the
Selected Dealer concession as to any Units purchased by you hereunder which,
prior to the termination of this paragraph, we may purchase or contract to
purchase for the account of any Underwriter 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
repurchase need not be the identical certificates originally purchased.
9. 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 Unit of any
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transfer tax (other than the single transfer tax describe above) in the
event that any such tax shall from time to time be otherwise.
10. 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.
11. The first three paragraphs of Section 7 hereof will terminate when
we shall have determined that the public offering of the Units has been
completed and upon telegraphic notice of you of such termination, but, if not
therefore 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 days in the aggregate upon telegraphic notice to you.
12. For the purpose of stabilizing the market in the Units, we have
been authorized to make purchase and sales of the Units, in the open market or
otherwise, for long or short account, and, in arranging for sales, to
over-allot.
13. 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 (where 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.
14. We hereby confirm that we will make available to you such number of
copies of the Prospectus (as amended or supplemented) as may reasonably request
for the purposes contemplated by the 1933 Act of the 1934 Act, or the rules and
regulations thereof.
15. Upon request, you will be informed as to the states and other
jurisdictions in which we have been advised that the Units have been qualified
for sale under the respective securities or blue sky laws of such states and
other jurisdictions, but neither we nor any of the Underwriters assume any
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. We will, if requested, file a Further State Notice in respect
of the Units pursuant to Article 23-A of the General Business Law of the State
of New York.
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16. No Selected Dealer is authorized to act as our agent or as agent
for the Underwriter, or otherwise to act on our behalf or on behalf of the
Underwriter, in offering or selling the Units to the public or otherwise or to
fumish any information or make any representation except as contained in the
Prospectus.
17. Nothing will constitute the Selected Dealers an association or
other separate entity or partner with the Underwriters, with us, or with each
other, but you will be responsible for your Unit 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 or for obligations expressly assumed by
us 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.
18. Payment for the Units sold to you hereunder is to be made at the
public offering price less the above selling concession on such date and time as
we may advise at our office by certified or official bank check in current New
York Clearing House Funds, payable to Xxxxxxxxx Xxxxxx, Inc. against delivery of
certificates for the Units so purchased.
19. Notices to us should be addressed to us at the office of Xxxxxxxxx
Xxxxxx, Inc., Attention: Syndicate Department. Notices to you shall be deemed to
have been duly given if telegraphed or mailed to you at the address to which
this letter is addressed.
20. 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 or telegraph. Our signature hereon may be by
facsimile.
Very truly yours,
XXXXXXXXX XXXXXX,
INC.
By:
---------------------------
(Authorized Officer)
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TO: XXXXXXXXX XXXXXX, INC.
We hereby confirm our agreement to purchase Units of Dynamic
International, Ltd. 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 the Units. 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 thereof or 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 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. We will comply with Section 12 of Schedule E to the
NASD By-Laws.
[Name of Dealer]
By:
Address:
Dated: 1997
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