Exhibit 1.1
BELMONT BANCORP.
SELLING AGENCY AGREEMENT
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Dear Sirs:
Belmont Bancorp., an Ohio corporation ("Belmont") has filed an S-2
Registration Statement with the Securities and Exchange Commission ("SEC") to
offer and sell upon the terms and subject to the conditions set forth in the
enclosed Prospectus, up to 3,000,000 Common Shares of Belmont's Capital Stock
(the "Shares").
Belmont may use the services of securities dealers (the "Selling Agents")
selected by it who are members of the National Association of Securities
Dealers, Inc. ("NASD") in connection with the offer and sale of up to 3,000,000
Shares at a price of $2.00 per Share. You are invited to become a Selling Agent
and by your confirmation hereof you agree to act in such capacity and to use
your best efforts to find purchasers for [ ] Shares in accordance
with the terms and conditions of this Agreement.
Accompanying this Agreement is a copy of the Prospectus (which includes as
Annex A thereto a form of the Subscription Agreement), and a Blue Sky
Memorandum and the Supplemental Literature (as hereinafter defined) prepared by
Belmont for use in conjunction with the offer and sale of the Shares. No Selling
Agent is authorized to use any solicitation material other than that referred to
in this paragraph or other materials provided or approved in writing by Belmont.
1. Representations and Warranties of Belmont. Belmont represents and
warrants that:
(a) Belmont is a corporation duly organized under the laws of the
State of Ohio and is validly existing under such laws and has power
and authority to conduct business as described in the Prospectus under
laws of the State of Ohio and every other jurisdiction in which it
conducts business.
(b) Belmont has prepared and filed with the Securities and Exchange
Commission (the "Commission") in Washington, D.C. a registration
statement on Form S-2 and has prepared and filed and will prepare and
file amendments thereto for the registration of the Shares under the
Securities Act of 1933, as amended (the "Act"). Copies of such
registration statement and amendments will be made available to you
upon request. Such registration statement has become effective under
the Act. Such registration statement, including financial statements
and exhibits, as amended at the time when it became effective, is
herein called the "Registration Statement," and the prospectus, as
first filed pursuant to the Commission's Rule 424(b) under the Act, is
herein called the "Prospectus."
(c) The Commission has not issued any order preventing or suspending
the use of any preliminary prospectus, or any stop order suspending
the effectiveness of the Registration Statement, and no proceedings
for that purpose have been instituted or
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are pending before or threatened by the Commission under the Act.
(d) From the time the Registration Statement became effective and at
all times subsequent thereto up to and including the Termination Date
(as hereinafter defined), the Registration Statement and Prospectus,
and all amendments or supplements thereto, have fully complied and
will fully comply with the provisions of the Act and the published
rules and regulations of the Commission thereunder; when the
Registration Statement became effective, and when any posteffective
amendment thereto becomes effective, the Registration Statement as
amended, has not contained and will not contain any untrue statement
of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading;
and when the Registration Statement became effective and at all times
subsequent thereto up to and including the Termination Date, the
Prospectus as amended or supplemented has not contained and will not
contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however, that none of
the representations and warranties in this subparagraph shall apply to
statements in, or omissions from, the Registration Statement or the
Prospectus or any amendment or supplement thereto based upon and in
conformity with written information furnished to Belmont by or on
behalf of you or by or on behalf of any other Selling Agent
specifically for use with reference to you or any such other Selling
Agent in the preparation of the Registration Statement or the
Prospectus or any such amendment or supplement.
(e) All additional written, audio or audio-visual material prepared
by Belmont for use in conjunction with the offer or sale of the Shares
(hereinafter referred to as "Supplemental Literature") will be
distributed by Belmont only in full compliance with the requirements
of the Act (including, without limitation, the requirement that such
Supplemental Literature not be delivered to any prospective purchaser
unless accompanied or preceded by a Prospectus), and at the time the
Registration Statement became effective and at all times subsequent
thereto up to and including the Termination Date, such Supplemental
Literature has not contained and will not contain any untrue statement
of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make , the statements therein,
in the light of the circumstances under which they were made, not
misleading.
(f) The accountants who have audited the financial statements
incorporated by reference in the Registration Statement and the
Prospectus are independent public accountants, as required by the Act
and the rules and regulations of the Commission thereunder.
(g) The financial statements (including the related notes and
schedules, if any) of the Company set forth in, accompanying or
incorporated by reference in, the Registration Statement and
Prospectus fairly present the financial position of the entities to
which they relate at the dates thereof. Said financial statements have
been
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prepared in accordance with generally accepted accounting principles
consistently applied (except as otherwise noted) throughout the
periods involved; and since the dates of such financial statements
there has been no material adverse change in the financial position of
any such entities except normal changes as contemplated in the
Prospectus.
(h) There are no contracts or other documents required to be filed by
the Act or the rules and regulations of the Commission thereunder as
exhibits to the Registration Statement that have not been so filed.
(i) Belmont has an authorized and outstanding capitalization as set
forth in the Registration Statement and Prospectus. The sale of the
Shares has been duly and validly authorized by Belmont, and when
subscriptions for the Shares have been accepted by Belmont and the
Shares are issued as contemplated in the Prospectus, the Shares will
be validly issued and will conform to the description thereof
contained in the Prospectus. There are no outstanding options,
warrants or other rights to purchase or otherwise acquire any Shares
of Belmont or any common shares of Belmont or any security convertible
into such common shares except as set forth in the Registration
Statement and the Prospectus.
(j) The person or persons who have signed this Agreement on behalf of
Belmont are duly authorized to so sign, and this Agreement is the
valid, legal and binding agreement of Belmont enforceable in
accordance with its terms, except as the obligations of Belmont under
Paragraph 7 hereof may be limited by public policy under certain
circumstances.
(k) At all times subsequent to the date of this Agreement and up to
and including the Termination Date, the representations and warranties
made in this Paragraph 1 will be true and correct with the same effect
as if they had been made on and as of such time.
2. Sale of the Shares by the Selling Agents. Belmont hereby invites you
to become a Selling Agent and as such to effect sales of the Shares, on a best
efforts basis, for the account and risk of Belmont during the period commencing
with the effective date of the Registration Statement and ending on the
Termination Date. Subject to the terms and conditions and upon the basis of the
representations and warranties herein set forth, your acceptance of such
invitation will constitute your agreement to use your best efforts to find
purchasers for the Shares.
Each person desiring to purchase Shares will be required to complete and
execute a Subscription Agreement (the "Subscription Agreement") and to return
such Subscription Agreement together with a check payable to you or to Firstar
Bank, N.A., Escrow Agent, as you direct. You shall ascertain that each
Subscription Agreement sent in by a prospective purchaser of Shares has been
completed and shall then forward such Subscription Agreement and such check (or
your check, as the case may be) as follows: Firstar Bank, N.A., 000 Xxxxxx
Xxxxxx, XX XX-XX-X0XX, Xxxxxxxxxx, XX 00000, Attention: Xxxxx Xxxxxx. Such
checks must be transmitted to Firstar Bank, N.A., by the end of the next
business day following receipt by the Selling Agent. In the event Belmont
receives
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such checks directly, it will transmit such checks to the Escrow Agent (as
defined below) for deposit in the Escrow Account by the end of the second
business day following receipt of such checks from the Selling Agents.
Upon receipt of a Subscription Agreement, Belmont will determine promptly
whether it wishes to accept it, it being understood that Belmont reserves the
right to reject the tender of any Subscription Agreement and to reject all
tenders after the maximum number of Shares has been sold. Should Belmont
determine to accept the tender of the Subscription Agreement, Belmont will
promptly advise you of such action. Should Belmont determine to reject the
tender, it will promptly notify in writing the prospective purchaser and you or
such other Selling Agent of such determination and Belmont will return the
tendered Subscription Agreement and a check equal to the purchase price of the
Shares to the prospective purchaser within 10 days of the rejection, absent
delays beyond the control of Belmont. As soon after the Termination Date as is
practicable, Belmont will issue to each such purchaser a notification and a
share certificate evidencing such purchaser's shares.
All payments received and accepted on or prior to the Termination from
purchasers of Shares shall be deposited in a non-interest-bearing escrow account
(the "Escrow Account") with Firstar Bank, N.A.
Nothing contained in this Paragraph 2 shall be construed to impose upon
Belmont the responsibility of assuring that prospective purchasers meet the
suitability standards contained in the Prospectus or to relieve you or any other
Selling Agent of the responsibility of complying with Section 2 of the Rules of
Fair Practice of the NASD.
3. Termination Date. Termination Date as used herein shall mean a date
no later than [ ] unless extended by Belmont to a date no
later than [ ]. Belmont may terminate the offering of Shares
at any time for any reason.
4. Compensation. For your services as a Selling Agent in soliciting and
obtaining purchasers of Shares, Belmont agrees to pay you a percentage selling
commission of 15% for each Share sold by Belmont through your efforts, up to a
maximum of [ ] Shares, or a maximum commission of $[ ] to
be paid within 24 hours of receipt by Belmont of the proceeds from the Escrow
Account.
No Selling Agent will be entitled to a selling commission with respect to
any tendered Subscription Agreement which is rejected by Belmont or in any case
in which it is determined that the solicitation or obtaining of purchasers by
such Selling Agent was made in violation of the securities laws of the United
States or any state or other jurisdiction.
5. Further Agreements of Belmont.
(a) Belmont covenants and agrees that it will pay or cause to be
paid (i) all expenses and fees in connection with the preparation,
printing, filing, delivery and shipment of the Registration Statement
(including this Agreement and all other exhibits to the Registration
Statement), the Prospectus and any amendments or supplements thereto, the
Supplemental Literature and the Blue Sky Memorandum, (ii) filing fees,
counsel fees and
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expenses paid and incurred in connection with the qualification of the
Shares for offering and sale by you under the securities or Blue Sky laws
of the states and other jurisdictions designated in the Blue Sky
Memorandum, and (iii) filing fees, counsel fees and expenses paid and
incurred in connection with the review by the NASD of the terms of the
offering of the Shares.
(b) Belmont will advise you promptly of the issuance by the
Commission of any stop order suspending the effectiveness of the
Registration Statement or of the institution of any proceedings for that
purpose, and will use its best efforts to prevent the issuance of any such
stop order and to obtain as soon as possible the lifting thereof, if
issued.
(c) If, at any time when a prospectus relating to the Shares is
required to be delivered under the Act, any event shall have occurred as a
result of which, in the opinion of counsel for Belmont, the Prospectus as
amended or supplemented includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under
which they were made, not misleading, or if it is necessary at any time to
amend the Prospectus to comply with the Act, Belmond promptly will prepare
and file with the Commission an appropriate amendment or supplement.
(d) Belmont will deliver to you and to each of the other Selling
Agents from time to time without charge as many copies of the Prospectus
(or, in the event of an amendment or supplement to the Prospectus pursuant
to the provisions of this Agreement, such amended or supplemented
Prospectus) and the Supplemental Literature as you may reasonably request
for the purposes contemplated by the Act, which Prospectuses, as from time
to time amended or supplemented, and Supplemental Literature Belmont
authorizes you and the Selling Agents to use in connection with the sale of
the Shares.
(e) Belmont will use its best efforts to qualify the Shares for sale
under the laws of those states and other jurisdictions indicated in the
Blue Sky Memorandum and will comply to the best of its ability with such
laws so as to permit the continuance of sales of and dealings in the Shares
thereunder. Belmont covenants and agrees that none of the officers or
employees of Belmont will make any offer or sale of the Shares unless such
offer or sale is made in compliance with the Act, the Securities Exchange
Act of 1934, as amended (the "1934 Act"), and the applicable state
securities or Blue Sky laws, and the rules and regulations thereunder.
Belmont, however, shall not be obligated to qualify to do business or to
file any general consent to service of process under the laws of any such
state or other jurisdiction.
6. Agreements of the Selling Agents.
(a) You covenant and agree with respect to your participation in the
offering of Shares to comply with any applicable requirements of the Act
and of the 1934 Act, and the published rules and regulations of the
Commission thereunder, and the Conduct Rules of the NASD, including,
without limitations, the requirements of Rule 2310 and the Rule 2700
Series. The NASD has required that you agree not to sell any Shares to a
discretionary
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account without prior written approval of the transaction by your customer.
The NASD has required that you acknowledge that you have obtained
information concerning material facts relating to the offering of Shares,
including but not limited to: (1) items of compensation, (2) issuers
properties and loans, (3) tax aspects, (4) conflicts of interest and risk
factors and (5) appraisals and other pertinent reports. In lieu of directly
obtaining all or any part of the foregoing information, you may rely on the
results of any inquiry conducted by another NASD member, provided that: (1)
you have reasonable grounds to believe that such inquiry was conducted with
due care, (2) the results of such inquiry were provided to you with the
consent of the NASD member or members conducting or directing the inquiry,
and (3) the NASD member conducting such inquiry is not affiliated with
Belmont. You also agree not to deliver the Supplemental Literature to any
person unless the Supplemental Literature is accompanied or preceded by the
Prospectus. You confirm that you are a member of the NASD, and that you are
a member in good standing of that Association. You agree that you will not
reallow commissions to any other broker/dealer, including foreign
broker/dealers registered pursuant to the Securities Exchange Act of 1934.
(b) You agree that you will accept subscriptions only from investors
who have received a copy of the Prospectus. You will not give any
information or make any representation in connection with the offering of
the Shares other than those contained in the Prospectus and Supplemental
Literature furnished by Belmont. You agree not to publish, circulate, or
otherwise use any other advertisement or solicitation material without the
prior written approval of Belmont. You are not authorized to act as agent
of Belmont in any connection or transaction, and you agree not to act as
such agent and not to purport to do so without the prior written approval
of Belmont. You agree that if and when Belmont supplies you with copies of
any supplement to the Prospectus, you will affix such copies of such
supplement to copies of the Prospectus already in your possession, and that
thereafter you will only distribute Prospectuses containing such supplement
and that you will receive subscriptions only from investors who have
received a copy of the Prospectus containing such supplement. You further
agree to comply with all instructions from Belmont concerning the
destruction of out-dated Prospectuses and the use of supplemented or
amended Prospectuses.
(c) You agree to solicit purchases of the Shares only in the states
and other jurisdictions in which the Blue Sky Memorandum indicates that
such solicitation can be made in accordance with any limitations described
therein and in which you are qualified to make offers and sales of the
Shares.
(d) As required by the Statement of Policy of the North American
Securities Administrators Association, you will, for a period of five
years, maintain in your files a copy of the Subscription Agreement for each
investor for whom you act as Selling Agent.
(e) To the extent that information is provided to you marked "For
Broker/Dealer Use Only -Distribution to the Public Prohibited" or is marked
with any legend of similar effect, you covenant and agree not to provide
such information to prospective investors.
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7. Indemnification.
(a) Belmont agrees to indemnify and hold harmless you and each other
Selling Agent and each person, if any, who controls you or any such other
Selling Agent (collectively, the "Indemnified Selling Agents") against any
losses, claims, damages or liabilities, joint or several, to which you or
any such other Selling Agent or such controlling person may become subject
under the Act or otherwise insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
(i) any untrue statement or alleged untrue statement of a material fact
contained (A) in the Registration Statement (including the Prospectus as
part thereof) or any post-effective amendment thereof (or supplement to the
Prospectus) or (B) in any Supplemental Literature furnished to you or any
such other Selling Agent for use in selling the Shares or (C) in any blue
sky application or other document executed by Belmont specifically for that
purpose or based upon written information furnished by Belmont filed in any
state or other jurisdiction in order to qualify any or all of the Shares
under the securities laws thereof (any such application, document or
information being hereinafter called a "Blue Sky Application"), or (ii) the
omission or alleged omission to state in the Registration Statement
(including the Prospectus as part thereof) or any post-effective amendment
thereof (or supplement to the Prospectus) or in misleading, or (iii) any
untrue statement or alleged untrue statement of a material fact contained
in any preliminary prospectus, if used prior to the effective date of the
Registration Statement, or in the Prospectus (as amended or as
supplemented, if Belmont shall have filed with the Commission any amendment
thereof or supplement thereto), or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and will reimburse the
Indemnified Selling Agents for any legal or other expenses reasonably
incurred by the Indemnified Selling Agents in connection with investigating
or defending any such claim, liability or action; provided, however, that
Belmont will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made
in reliance upon and in conformity with written information furnished to
Belmont by you or any other Selling Agent specifically for use with
reference to you or such other Selling Agent in the preparation of the
Registration Statement or any such post-effective amendment thereof or any
such Blue Sky Application or any such preliminary prospectus or the
Prospectus or any such amendment thereof or supplement thereto. The
foregoing indemnity agreement is subject to the condition that, insofar as
it relates to any untrue statement, alleged untrue statement, omission or
alleged omission made in any preliminary prospectus (or the Prospectus) but
eliminated or remedied in the Prospectus (or in any amendment or supplement
thereto), such indemnity agreement shall not inure to your benefit or to
the benefit of any other Selling Agent from whom the person asserting any
loss, liability, claim or damage purchased the Shares which are the subject
thereof (or the benefit of any person who controls you or such other
Selling Agent), if a copy of the Prospectus (or of the Prospectus as so
amended or supplemented) was not sent or given to such person at or prior
to the time the subscription of such person was accepted by Belmont. This
indemnity agreement will be in addition to any liability which Belmont may
otherwise have.
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(b) Belmont agrees to indemnify and hold harmless the Indemnified
Selling Agents in the manner and to the extent provided in Subparagraph (a)
of this Paragraph 7; provided, however, that no such indemnification by
Belmont of the Indemnified Selling Agents shall be permitted under this
Agreement unless: (i) there has been a successful adjudication on the
merits of each claim involving alleged Federal or state securities law
violations by the Indemnified Selling Agents; (ii) such claims against the
Indemnified Selling Agents have been dismissed with prejudice on the merits
by a court of competent jurisdiction; or (iii) a court of competent
jurisdiction approves a settlement of the lawsuit against the Indemnified
Selling Agents and finds that indemnification of the settlement and the
related costs should be made.
(c) You and each other Selling Agent severally agree to indemnify and
hold harmless Belmont, each of its officers who signed the Registration
Statement and each person, if any, who controls Belmont within the meaning
of the Act, against any losses, claims, damages or liabilities to which
Belmont or such officer or control persons may become subject under the Act
or otherwise insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon (i) any untrue
statement or alleged untrue statement of a material fact contained (A) in
the Registration Statement (including the Prospectus as part thereof) or
any post-effective amendment thereof (or supplement to the Prospectus) or
(B) in any Blue Sky Application, or (ii) the omission or alleged omission
to state in the Registration Statement (including the Prospectus as part
thereof) or any post-effective amendment thereof (or supplement to the
Prospectus) or in any Blue Sky Application a material fact required to be
stated therein or necessary to make the statements therein in the light of
the circumstances under which they were made, not misleading, or (iii) any
untrue statement or alleged untrue statement of a material fact contained
in any preliminary prospectus if used prior to the effective date of the
Registration Statement, or in the Prospectus (as amended or as supplemented
if Belmont shall have filed with the Commission any amendment thereof or
supplement thereto), or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary in order to make
the statements therein, in the light of the circumstances under which they
were made, not misleading; in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon and in conformity with
written information furnished to Belmont by or on your behalf or by or on
behalf of such other Selling Agent specifically for use with reference to
you or such other Selling Agent in the preparation of the Registration
Statement or any such post-effective amendment thereof or any such Blue Sky
Application or any such preliminary prospectus or the Prospectus or any
such amendment thereof or supplement thereto; or your failure to comply
with the provisions of Paragraph 6 of this Agreement; and will reimburse
any legal or other expenses reasonably incurred by Belmont in connection
with investigating or defending any such loss, claim, damage, liability or
action. This indemnity agreement will be in addition to any liability which
you or such other Selling Agent may otherwise have.
(d) You and each other Selling Agent agree to indemnify each of the
other Selling Agents, if any, to the extent and in the manner each other
Selling Agent agrees to indemnify Belmont in subparagraph (c) of this
Paragraph 7.
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(e) Promptly after receipt by an indemnified party under this
Paragraph 7 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against any
indemnifying party under this Paragraph 7, promptly notify in writing the
indemnifying party of the commencement thereof; and the omission so to
promptly notify the indemnifying party will relieve it from any liability
under this Paragraph 7 as to the particular item for which indemnification
is then being sought, but not from any other liability which it may have to
any indemnified party. In case any such action is brought against any
indemnified party, and it promptly notifies an indemnifying party of the
commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof
with counsel who shall be to the reasonable satisfaction of such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Paragraph 7 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than
reasonable costs of investigation. Any such indemnifying party shall not be
liable to any such indemnified party on account of any settlement of any
claim or action effected without the consent, of such indemnifying party.
8. Effective Date and Termination. Provided that at least one counterpart
of this Agreement shall then have been executed and delivered, this Agreement
shall become effective at, ________________________________ on the first full
business day following the effective date of the Registration Statement or at
such earlier time after the Registration Statement becomes effective as Belmont
shall first release the Shares for sale to the public. For the purposes of this
Paragraph 8, the Shares shall be deemed to have been released for sale to the
public upon release by Belmont of the publication of a newspaper advertisement
relating to the Shares or upon release by Belmont of telegrams, correspondence
or other notification to the Selling Agents or other securities dealers
indicating the effectiveness of the Registration Statement, whichever shall
first occur. This counterpart of this Agreement shall become effective on the
later to occur of the above events or the execution and delivery of this
counterpart.
Until the Closing Date, this counterpart of this Agreement may be
terminated by you at your option by giving notice to Belmont, if (a) since the
respective dates as of which information is given in the registration Statement
or the Prospectus, Belmont shall have become a defendant in any litigation
which, in your opinion, may reasonably be expected to result in a judgment
having materially adverse consequences for Belmont or there shall have been,
since the respective dates as of which information is given in the Registration
Statement or the Prospectus, any material adverse change in the condition,
financial or otherwise, of Belmont which change in your judgment shall render
it inadvisable to proceed with the delivery of the Shares, or (b) there shall
have been any important change in market levels, major catastrophe, substantial
change in national, international or world affairs, national calamity, postal
strike, act of God, or other event or occurrence which, in your judgment, will
materially disrupt the financial markets of the United States, or (c) trading in
securities generally on the New York Stock Exchange shall have been suspended or
minimum prices shall have been established on such Exchange by the Commission or
by such Exchange, or (d) a general banking moratorium shall have been declared
by Federal or state authorities.
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In any case, this Agreement will terminate at the close of business on the
Termination Date; provided, however, that all commissions payable to you under
the terms and conditions hereof shall be paid when due although this Agreement
shall have theretofore been terminated.
Any termination of this counterpart of this Agreement pursuant to this
Paragraph 8 shall be without liability of Belmont to you and without liability
on your part to Belmont.
9. Survival of Indemnities, Warranties and Representations. The
respective indemnity agreements of Belmont, you and any other Selling Agents,
contained in Paragraph 7 hereof, and the representations and warranties of
Belmont set forth in Paragraph 1 hereof, shall remain operative and in full
force and effect regardless of any termination or cancellation of this Agreement
or any investigation made by or on behalf of Belmont, you or any Selling Agent,
or any controlling person referred to in Paragraph 7, and shall survive the
delivery of any payment for the Shares. Any successor of yours or any Selling
Agent or Belmont or of any such controlling person or any legal representative
of any such controlling person, as the case may be, shall be entitled to the
benefit of the respective indemnity agreements.
10. Notices. Except as otherwise provided in this Agreement, (a) whenever
notice is required by the provisions of this Agreement or otherwise to be given
to Belmont, such notice shall be in writing and addressed to Belmont, at X.X.
Xxx 000, Xx. Xxxxxxxxxxx, Xxxx 00000, Attention Xxxxxx X. Xxxx, President, and
(b) whenever notice is required by the provisions of this Agreement or otherwise
to be given to you, such notice shall be in writing addressed to you at such
address as you shall have included in the counterpart of this Agreement which
you shall have signed and delivered to Belmont or at such other address as you
shall have furnished in writing to Belmont for the purpose of such notice. Any
notice referred to herein may be given in writing or by telegraph or telephone
and if by telegraph or telephone shall be immediately confirmed in writing.
Notice (unless actual) shall be effective upon mailing or telegraphic
transmission as the case may be.
11. Persons Entitled to Benefit of Agreement. Except as provided in the
next sentence, this Agreement is made solely for the benefit of you and the
other Selling Agents, Belmont or controlling persons referred to in Paragraph 7
hereof, and their respective successors and assigns, and no other person shall
acquire or have any right by virtue of this Agreement, and the term "successors
and assigns" as used in this Agreement shall not include any purchaser, as such
purchaser, of any of the Shares.
12. Not a Separate Entity. Nothing herein contained shall constitute the
Selling Agents or any of them, an association, partnership, unincorporated
business or other separate entity.
13. Governing Law. This Agreement is to be governed by and construed in
accordance with the laws of the State of Ohio.
Please confirm your agreement to become one of the Selling Agents under the
terms and conditions herein set forth by signing and returning the enclosed
duplicate copy of this Agreement at once to Belmont.
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Very truly yours,
BELMONT BANCORP.
By:
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Xxxxxx X. Xxxx
President and Chief Executive Officer
Accepted:
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Firm (Please type or print)
By:
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Signature of Authorized Officer
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(Please type or print name of Authorized Officer)
Attn.:
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Date of Acceptance:
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