AFFINITY MEDIA INTERNATIONAL CORP. SELECTED DEALER AGREEMENT
AFFINITY
MEDIA INTERNATIONAL CORP.
Ladies
and Gentlemen:
Maxim
Group LLC (“Maxim”)
is
acting as the representative of the underwriters (the “Underwriters”)
in a
firm commitment, underwritten offering (the “Offering”)
to
sell 2,750,000 units (the “Units”)1
of
Affinity Media International Corp. (the “Company”)
as
described in the prospectus for the Offering (the “Prospectus”).
Maxim
is hereby inviting the entity signatory hereto (the “Selected
Dealer”),
subject to the other terms and conditions set forth herein and in the
Prospectus, to act as a selected dealer in connection with the Offering, and
by
executing this Selected Dealer Agreement (this “Agreement”),
Maxim
hereby approves such signatory as a Selected Dealer in connection with the
Offering.
1. This
Agreement shall be effective when the registration statement relating to the
Units (and including the Prospectus) (the “Registration
Statement”)
filed
by the Company under the Securities Act of 1933, as amended (the “Act”),
has
become effective with the Securities and Exchange Commission. The terms of
the
Offering and the Selected Dealer’s participation therein are as
follows:
|
Authorized
Public Offering Price:
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$6.00
per Unit.
|
|
Selected
Dealers’ Selling Concession:
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Not
to exceed $____ per Unit payable upon termination of this Agreement,
except as provided below. Maxim reserves the right not to pay such
concessions on any of the Units purchased by the Selected Dealer
from
Maxim and repurchased by Maxim at or below the price stated above
prior to
such termination.
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Reallowance:
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The
Selected Dealer may reallow not in excess of $___ per Unit as a selling
concession to dealers who are members in good standing of National
Association of Securities Dealers, Inc. (the “NASD”)
or to foreign dealers who are not eligible for membership in the
NASD and
who have agreed: (i) not to sell the Units within the United States
of
America, its territories or possessions or to persons who are citizens
thereof or residents therein, and (ii) to abide by the applicable
Conduct
Rules of the NASD.
|
1 Plus
the
over-allotment option available to the Underwriters to purchase up to an
additional 412,500 Units.
|
Delivery
and Payment:
|
Delivery
of the Units shall be made on or about ___________, 2006 or such
later
date as Maxim may advise on not less than one day’s notice to the Selected
Dealer, at Maxim’s principal office located at 000 Xxxxxxxxx Xxxxxx, 0xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other place as Maxim may
advise
on not less than one day’s notice to the Selected Dealer. Payment for the
Units is to be made, against delivery, at the authorized public offering
price stated above, or, if Maxim shall so advise, at the authorized
public
offering price less the dealers’ selling concession stated above, by a
certified or official bank check in New York Clearing House Funds
or wire
transfer of immediately available funds payable to the order of Maxim
Group LLC.
|
|
Termination:
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This
Agreement shall terminate at the close of business on the 45th
day following the effective date of the Registration Statement (of
which
the enclosed Prospectus forms a part), unless extended at Maxim’s
discretion for a period or periods not to exceed in the aggregate
30
additional days. Maxim may terminate this Agreement, whether or not
extended, at any time and for any reason, without notice. In addition,
this Agreement shall automatically terminate if the Selected Dealer:
(a)
ceases to be a member in good standing of the NASD, (b) becomes subject
to
NASD suspension, or (c) has its registration as a broker-dealer under
the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”)
is terminated or suspended. Upon termination, all rights and obligations
under this Agreement shall cease, except rights and obligations accrued
or
unsatisfied at the date of
termination.
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2. Any
of
the Units purchased by the Selected Dealer hereunder are to be offered by the
Selected Dealer to the public at the public offering price, except as herein
otherwise provided and except that a reallowance from such public offering
prices not in excess of the amount set forth on the first page of this Agreement
may be allowed as consideration for services rendered in distribution to dealers
that: (a) are actually engaged in the investment banking or securities business;
(b) execute the written agreement prescribed by Rule 2740 of the NASD Conduct
Rules; and (c) are either members in good standing of the NASD or foreign banks,
dealers or institutions not eligible for membership in the NASD that represent
to the Selected Dealer that they will promptly reoffer such Units at the public
offering price and will abide by the conditions set forth in paragraph 8
below.
3. By
its
signature hereto, the Selected Dealer agrees that: (a) upon effectiveness of
the
Registration Statement and receipt of the Prospectus, to take up and pay for
the
number of Units allotted and confirmed to the Selected Dealer by Maxim, (b)
not
to use any of the Units to reduce or cover any short position of the Selected
Dealer, (c) upon Maxim’s request, to advise Maxim of the number of Units
purchased from Maxim remaining unsold by the Selected Dealer and to resell
to
Maxim any or all of such unsold Units at the public offering prices stated
above, less all or such part of the concession allowed the Selected Dealer
as
Maxim may determine, and (d) to make available a copy of the Prospectus to
all
persons who on behalf of the Selected Dealer will solicit orders for the Units
prior to the making of such solicitations by such persons. The Selected Dealer
is not authorized to give any information or to make any representations other
than those contained in the Prospectus or any supplements or amendments
thereto.
4. As
contemplated by Rule 15c2-8 under the Exchange, Maxim agrees to mail a copy
of
the Prospectus to any person making a written request therefor during the period
referred to in the rules and regulations adopted under the Exchange Act, the
mailing to be made to the address given in the request. The Selected Dealer
confirms that it has received and reviewed the Prospectus and delivered all
preliminary prospectuses and revised preliminary prospectuses, if any, required
to be delivered under the provisions of Rule 15c2-8 and agrees to deliver all
copies of the Prospectus required to be delivered thereunder. The Selected
Dealer acknowledges that Maxim has heretofore delivered to the Selected Dealer
such preliminary prospectuses as have been required by the Selected Dealer,
receipt of which is hereby acknowledged, and will deliver reasonable quantities
of additional prospectuses (any supplements or amendments thereto) as may be
reasonably requested by the Selected Dealer.
5. The
Selected Dealer agrees that until termination of this Agreement, the Selected
Dealer will not make purchases or sales of the Units except: (a) pursuant to
this Agreement, (b) pursuant to written authorization received from Maxim,
or
(c) in the ordinary course of business as broker or agent for a customer
pursuant to any unsolicited order.
6. The
Units
are offered by Maxim for delivery when, as and if sold to, and accepted by,
Maxim and subject to the terms herein and in the Prospectus or any supplements
or amendments thereto, to Maxim’s right to vary the concessions and terms of the
Offering after their release for public sale, to approval of counsel as to
legal
matters and to withdrawal, cancellation or modification of the offer without
notice.
7. Upon
written application to Maxim, the Selected Dealer shall be informed as to the
jurisdictions under the securities or blue sky laws of which Maxim believes
the
Units are eligible for sale, but Maxim assumes no responsibility as to such
eligibility or the right of the Selected Dealer or any other selected dealers
in
the Offering to sell any of the Units in any jurisdiction. Maxim has caused
to
be filed a Further State Notice relating to such of the Units to be offered
to
the public in New York in the form required by, and pursuant to, the provisions
of Article 23A of the General Business Law of the State of New York. Upon the
completion of the Offering, the Selected Dealer agrees to promptly furnish
to
Maxim, upon request, territorial distribution reports setting forth each
jurisdiction in which sales of the Units were made by the Selected Dealer,
the
number of Units sold in such jurisdiction, and any further information Maxim
may
request in order to permit Maxim to file on a timely basis any report that
Maxim, as the representative of the Underwriters or manager of the selected
dealers in the Offering, may be required to file pursuant to the securities
or
blue sky laws of any jurisdiction.
8. By
its
signature hereto, as a condition of the approval by Maxim of the Selected Dealer
as such, the Selected Dealer confirms that it is either: (a) a member in good
standing of the NASD and that it is currently registered as a dealer under
the
Exchange Act or (b) a foreign dealer that has agreed (i) not to sell the Units
within the United States of America, its territories or possessions or to
persons who are citizens thereof or residents therein, and (ii) to abide by
the
applicable Conduct Rules of the NASD. The Selected Dealer hereby agrees to
comply with the provisions of Rule 2810 of the Rules of Fair Practice of the
NASD. In addition, the Selected Dealer hereby agrees to comply with the
provisions of Rules 2710, 2420, 2730, 2740 and 2750 of the Rules of Fair
Practice of the NASD to the extent such sections are applicable to the Selected
Dealer’s activities in connection with the Offering, as well as all other
applicable federal, state and foreign laws, rules and regulations, including,
without limitation, those relating to money laundering.
9. The
Selected Dealer agrees that it shall act solely as an independent contractor
under this Agreement. Nothing herein shall be deemed to create any partnership,
joint venture or other association or entity between Maxim and the Selected
Dealers; provided, however, that the Selected Dealer agrees, notwithstanding
any
prior settlement of accounts or termination of this Agreement, to bear its
proper proportion of any tax or other liability based upon the claim that the
selected dealers in the Offering constitute a partnership, joint venture or
other association or entity and a like share of any expenses of resisting any
such claim.
10. Maxim
shall be the managing underwriter of the Offering and the manager of all of
the
selected dealers of the Offering (including the Selected Dealer) and shall
have
full authority to take such action as it may deem advisable in respect of all
matters pertaining to the Offering or such selected dealers or any one of them.
Except as expressly stated herein, or as may arise under the Act, Maxim shall
be
under no liability to the Selected Dealer as such for, or in respect of: (i)
the
validity or value of the Units, (ii) the form of, or the statements contained
in, the Prospectus, the Registration Statement of which the Prospectus forms
a
part, any supplements or amendments to the Prospectus or such Registration
Statement, any preliminary prospectus, any instruments executed by, or obtained
or any supplemental sales data or other letters from, the Company, or others,
(iii) the form or validity of the any underwriting agreement entered into in
connection with the Offering, or this Agreement, (iv) the eligibility of any
of
the Units for sale under the laws of any jurisdiction, (v) the delivery of
the
Units, (vi) the performance by the Company or others of any agreement on its
or
their part, or (vii) any matter in connection with any of the
foregoing.
11. If,
for
federal income tax purposes, should the Selected Dealer and Maxim (together
or
with others), be deemed to constitute a partnership, then the Selected Dealer
elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle
A of the Internal Revenue Code of 1986, as amended, and the Selected Dealer
agrees not to take any position inconsistent with such election. The Selected
Dealer authorizes Maxim, in its sole discretion, to execute and file on the
Selected Dealer’s behalf, such evidence of such election as may be required by
the Internal Revenue Service.
12. All
communications from the Selected Dealer shall be addressed to Maxim Group LLC,
000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxxx
X. Xxxxxx. Any notice from Maxim to the Selected Dealer shall be deemed to
have
been fully authorized by the Underwriters and to have been duly given if mailed
or sent by confirmed facsimile transmittal to the Selected Dealer at the address
to which this Agreement is initial sent. This Agreement shall be construed
in
accordance with the laws of the State of New York without giving effect to
conflict of laws. Time is of the essence in this Agreement.
If
you
desire to become a Selected Dealer, please advise us to that effect immediately
by facsimile transmission and sign and return to us the enclosed counterpart
of
this letter.
| Very truly yours, | ||
| MAXIM GROUP LLC | ||
| |
|
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| By: | /s/ | |
|
Name: |
||
| Title | ||
We
agree
to act as a Selected Dealer in connection with the Offering on the terms
specified above.
Dated:
_______________, 2006
________________________________
(Selected
Dealer)
_________________________________
(Sign
Here)
_________________________________
(Print
Signatory’s Title)
