JESUP & XXXXXX SECURITIES CORPORATION
000 XXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
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SELECTED DEALERS AGREEMENT
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Dear Sirs:
1. Registration under the Securities Act of 1933, as amended ("ACT"),
of the 5,333,334 Units* of Pharmamatrix Acquisition Corporation ("COMPANY"), as
more fully described in the Preliminary Prospectus, dated ________________, and
in the final prospectus ("PROSPECTUS") which will be forwarded to you, will
become effective in the near future. We, as the Underwriters, are offering
certain of the Units for purchase by a selected group of dealers ("SELECTED
DEALERS") on the terms and conditions stated herein.
Authorized Public Offering Price: $6.00 per Unit.
Dealers' Selling Concession: Not to
exceed $0.25 per Unit
payable upon termination of
this Agreement, except as
provided below. We reserve
the right not to pay such
concession on any of the
Units purchased by any of
the Selected Dealers from us
and repurchased by us at or
below the price stated above
prior to such termination.
Delivery and Payment: Delivery of the Units shall
be made on or about
___________, 2005 or such
later date as we may advise
on not less than one day's
notice to you, at the office
of Jesup & Xxxxxx Securities
Corporation, 000 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000 or at such other place
as we shall specify on not
less than one day's notice
to you. Payment for the
Units is to be made, against
delivery, at the authorized
public offering price stated
above, or, if we shall so
advise you, 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
payable to the order of
Jesup & Xxxxxx Securities
Corporation.
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* Plus the over-allotment option available to the Underwriters to purchase up to
an additional 800,000 Units.
Termination: 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
our discretion for a period
or periods not to exceed in
the aggregate 30 additional
days. We may terminate this
Agreement, whether or not
extended, at any time
without notice.
2. Any of the Units purchased by you hereunder are to be offered by
you to the public at the public offering price, except as herein otherwise
provided.
3. You, by becoming a member of the Selected Dealers, agree (a) upon
effectiveness of the Registration Statement and your receipt of the Prospectus,
to take up and pay for the number of Units allotted and confirmed to you, (b)
not to use any of the Units to reduce or cover any short position you may have
and (c) to make available a copy of the Prospectus to all persons who on your
behalf will solicit orders for the Units prior to the making of such
solicitations by such persons. You are 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 Securities Exchange Act
of 1934, as amended, we agree 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 such Act, the mailing to be made to the address given
in the request. You confirm that you have delivered all preliminary prospectuses
and revised preliminary prospectuses, if any, required to be delivered under the
provisions of Rule 15c2-8 and agree to deliver all copies of the Prospectus
required to be delivered thereunder. We have heretofore delivered to you such
preliminary prospectuses as have been required by you, receipt of which is
hereby acknowledged, and will deliver such further prospectuses as may be
requested by you.
5. You agree that until termination of this Agreement you will not
make purchases or sales of the Units except (a) pursuant to this Agreement, (b)
pursuant to authorization received from us, or (c) in the ordinary course of
business as broker or agent for a customer pursuant to any unsolicited order.
You agree to advise us in writing of the aggregate number of persons to whom you
sell Units.
6. Additional copies of the Prospectus and any supplements or
amendments thereto shall be supplied in reasonable quantity upon request.
7. The Units are offered by us for delivery when, as and if sold to,
and accepted by, us and subject to the terms herein and in the Prospectus or any
supplements or amendments thereto, to our right to vary the concessions and
terms of 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.
8. Upon written application to us, you shall be informed as to the
jurisdictions under the securities or blue sky laws of which we believe the
Units are eligible for sale, but we assume
no responsibility as to such eligibility or the right of any member of the
Selected Dealers to sell any of the Units in any jurisdiction. We have 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 public offering contemplated herein, each member of the
Selected Dealers agrees to promptly furnish to us, upon our request, territorial
distribution reports setting forth each jurisdiction in which sales of the Units
were made by such member, the number of Units sold in such jurisdiction, and any
further information as we may request, in order to permit us to file on a timely
basis any report that we as the Underwriters of the offering or manager of the
Selected Dealers may be required to file pursuant to the securities or blue sky
laws of any jurisdiction we and you confused.
9. You, by becoming a member of the Selected Dealers, represent that
you are actually engaged in the investment banking or securities business and
that you are (a) a member in good standing of the NASD and will comply with NASD
Conduct Rule 2740, or (b) a foreign dealer or institution that is not eligible
for membership in the NASD and that has agreed (i) not to sell Units within the
United States of America, its territories or possessions or to persons who are
citizens thereof or residents therein; (ii) that any and all sales shall be in
compliance with Rule 2110-01 of the NASD's Conduct Rules; (iii) to comply, as
though it were a member of the NASD, with Rules 2730, 2740 and 2750 of the
NASD's Conduct Rules, and to comply with Rule 2420 thereof as that Rule applies
to a non-member broker or dealer in a foreign country.
10. Nothing herein shall constitute any members of the Selected
Dealers partners with us or with each other, but you agree, notwithstanding any
prior settlement of accounts or termination of this Agreement, to bear your
proper proportion of any tax or other liability based upon the claim that the
Selected Dealers constitute a partnership, association, unincorporated business
or other separate entity and a like share of any expenses of resisting any such
claim.
11. Jesup & Xxxxxx Securities Corporation shall be the Managing
Underwriter of the offering and manager of the Selected Dealers and shall have
full authority to take such action as we may deem advisable in respect of all
matters pertaining to the offering or the Selected Dealers or any members of
them. Except as expressly stated herein, or as may arise under the Act, we shall
be under no liability to any member of the Selected Dealers 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 Underwriting Agreement 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, except our own want of good faith.
12. If for federal income tax purposes the Selected Dealers, among
themselves or with the Underwriters, should be deemed to constitute a
partnership, then we elect to be excluded from the application of Subchapter K,
Chapter 1, Subtitle A of the Internal Revenue Code of 1986, as amended, and we
agree not to take any position inconsistent with such selection. We
authorize you, in your discretion, to execute and file on our behalf such
evidence of such election as may be required by the Internal Revenue Service.
13. All communications from you shall be addressed to Jesup & Xxxxxx
Securities Corporation at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Xxxxxxx XxXxxxx. Any notice from us to you shall be deemed to have been fully
authorized by the Underwriters and to have been duly given if mailed,
telegraphed or sent by confirmed facsimile transmittal to you at the address to
which this letter is mailed. 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 member of the Selected Dealers, 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,
JESUP & XXXXXX SECURITIES CORPORATION
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By:
Title:
We accept membership in the Selected Dealers on the terms specified
above.
Dated: _____________, 2005
[SELECTED DEALER]
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By:
Title:
