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SELECTED DEALER AGREEMENT
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Ladies and Gentlemen:
1. Registration under the Securities Act of 1933, as amended ("Securities
Act"), of the sale of 18,867,500(1) Units ("Units"), each Unit consisting of one
share of common stock, par value $.0001 per share, of Star Maritime Acquisition
Corp., a Delaware corporation ("Company"), and one warrant to purchase one share
of common stock, as more fully described in the preliminary prospectus, dated
____________, 2005 and in the final prospectus ("Prospectus"), which will be
forwarded to you, will become effective in the near future. Maxim Group LLC and
the several underwriters named in the Prospectus ("Underwriters") are severally
offering for sale certain of the Shares that we have agreed to purchase from the
Company for purchase by a selected group of dealers ("Selected Dealers") on the
terms and conditions stated herein.
Authorized Public Offering Price: $____ per Unit
Dealers' Selling Concession: Not to exceed $0.___ per Unit payable
upon termination of this Agreement,
except as provided below. We reserve the
right not to pay such concessions on any
of the Unit purchased by any of the
Selected Dealers from us and repurchased
by us at or below the price stated above
prior to such termination.
Reallowance: You may reallow not in excess of $0.___
per Unit as a selling concession to
dealers who are members in good standing
of the National Association of
Securities Dealers, Inc. ("NASD") or to
foreign dealers who are not eligible for
membership in the NASD and who have
agreed (i) not to sell the Unit 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.
Delivery and Payment: Delivery of the Unit 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 principal
office of Maxim Group LLC, 000 Xxxxxxxxx
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 Maxim Group LLC.
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(1) Plus the over-allotment option available to the Underwriters to purchase
up to an additional 2,830,125 Units.
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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
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 prices, 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 you that
they will promptly reoffer such Units at the public offering price and will
abide by the conditions with respect to foreign banks, dealers and institutions
set forth in paragraph 11 below.
3. You, by becoming a Selected Dealer, 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, (c) upon our request,
to advise us of the number of Units purchased from us as managers of the several
Underwriters remaining unsold by you and to resell to us any or all of such
unsold Units at the public offering price stated above, less all or such part of
the concession allowed you as we may determine. If, prior to the later of (i)
the termination of this Agreement, or (ii) the covering by us of any short
position created by us in connection with the offering for our account or the
account of one or more Underwriters, we purchase or contract to purchase for our
account or the account of one or more Underwriters in the open market or
otherwise any Units purchased by you under this Agreement as part of the
offering, you agree to pay us on demand for the account of the Underwriters an
amount equal to the concession with respect to such Units (unless you shall have
purchased such Units at the public offering price and you have not received or
been credited with any concession, in which case we shall not be obligated to
pay such concession to you pursuant to this Agreement) plus transfer taxes,
broker's commissions or dealer's xxxx ups and accrued interest or dividends, if
any, paid in connection with such purchase or contract to purchase.
4. You agree, that, in purchasing Units, you will rely upon no statement
whatsoever, written or oral, other than the statements in the Prospectus. You
agree 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.
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5. As contemplated by Rule 15c2-8 under the Securities Exchange Act of
1934, as amended ("Exchange Act"), we agree to mail a copy of the Prospectus to
any person making a written request therefore 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. 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.
6. 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.
7. Additional copies of the Prospectus and any supplements or amendments
thereto shall be supplied in reasonable quantities upon request.
8. 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 the satisfaction of other conditions, and to withdrawal,
cancellation or modification of the offer without notice.
9. You agree that in selling Units (which agreement shall also be for the
benefit of the Company), you will comply with all applicable laws, rules and
regulations, including the applicable provisions of the Securities Act and the
Exchange Act, the applicable rules and regulations of the Securities and
Exchange Commission thereunder, the applicable rules and regulations of the NASD
and the applicable rules and regulations of any securities exchange or other
regulatory authority having jurisdiction over the offering.
10. 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 Selected Dealer to sell any of the Units. Upon
the completion of the public offering contemplated herein, each Selected Dealer
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 the Underwriters may be required to file pursuant to the
securities or blue sky laws of any jurisdiction.
11. You, by becoming a Selected Dealer, 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 Shares 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
NASD Conduct Rule 2110-01, and (iii) to comply, as though it were a member of
the NASD, with NASD Conduct Rules 2730, 2740 and 2750, and to comply with Rule
2420 thereof as that Rule applies to a non-member broker or dealer in a foreign
country.
12. Nothing herein shall constitute any of the Selected Dealers as
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.
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13. Maxim Group LLC 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 one of them. Except as expressly stated herein, or as
may arise under the Securities Act, we shall be under no liability to any
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 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.
14. If, for federal income tax purposes, the Selected Dealers, among
themselves or with us, should be deemed to constitute a partnership, then you
elect to be excluded from the application of Subchapter K, Chapter 1, Subtitle A
of the Internal Revenue Code of 1986, as amended, and you agree not to take any
position inconsistent with such election. You authorize us, in our discretion,
to execute and file on your behalf such evidence of such election as may be
required by the Internal Revenue Service.
15. All communications from you shall be addressed to Maxim Group LLC, 000
Xxxxxxxxx Xxxxxx, Xxx Xxxx 00000, Attention: Xxxxxxxx X. Xxxxxx. Any notice from
us to you shall be deemed to have been fully authorized by us and to have been
duly given if mailed or sent by confirmed facsimile transmission 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 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
By:
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Name: Xxxxxxxx X. Xxxxxx
Title: Managing Director
We accept the invitation to become a Selected Dealer on the terms
specified above.
Dated: ____________, 2005
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(Selected Dealer)
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(Sign Here)
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(Print Signatory's Title)
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