1,350,000 SHARES
PURO WATER GROUP, INC.
COMMON STOCK
SELECTED DEALER AGREEMENT
Ladies and Gentlemen:
1. We and the other Underwriters named in the Prospectus referred to
below (the "Underwriters"), acting through us as Representatives (the
"Representatives"), have severally agreed to purchase, subject to the terms and
conditions set forth in the Underwriting Agreement referred to in the Prospectus
(the "Underwriting Agreement"), from Puro Water Group, Inc., a Delaware
corporation (the "Company"), an aggregate of 1,350,000 shares ("Company
Shares"). In addition, the several Underwriters have been granted an option to
purchase from the Company up to an aggregate of an additional 202,500 shares
(the "Option Shares"), solely to cover overallotments in connection with the
sale of the Company Shares. The Company Shares and the Option Shares are
hereinafter collectively called the "Shares." The Shares and the terms upon
which they are to be offered for sale by the several Underwriters are more
particularly described in the enclosed Prospectus.
2. The Shares are to be offered to the public by the several Underwriters
at a price of $______ per share (hereinafter called the "Public Offering Price")
and in accordance with the terms of the offering set forth in the Prospectus.
3. Some or all of the several Underwriters are severally offering,
subject to the terms and conditions hereof, a portion of the Shares for sale to
(i) certain dealers that are members of the National Association of Securities
Dealers, Inc. (the "NASD") and that agree to comply with the provisions of
Section 24 of Article III of the Rules of Fair Practice of the NASD, and (ii)
foreign dealers or institutions ineligible for membership in the NASD that agree
(a) not to resell the Shares to purchasers in, or to persons who are nationals
or residents of, the United States of America, or when there is a public demand
for the Shares, to persons specified as those to whom members of the NASD
participating in a distribution may not sell and (b) to comply, as though such
foreign dealer or institution were a member of the NASD, with the NASD's
interpretation with respect to free-riding and withholding and with Sections 8,
24 and 25 of such Rules, to the extent applicable to foreign nonmember brokers
or dealers, and Section 36 of such Rules (such dealers and institutions agreeing
to purchase Shares hereunder being hereinafter referred to as "Selected
Dealers") at the Public Offering Price, less a selling concession of $_______
per share, payable as hereinafter provided, out of which concession an amount
not exceeding $________ per share may be reallowed by Selected Dealers to
members of the NASD or to foreign dealers or institutions ineligible for
membership therein which agree as aforesaid. The offering of the
Shares is made subject to delivery of the Shares and their acceptance by us, to
the approval of all legal matters by counsel and to the terms and conditions
herein set forth. Some or all of the Underwriters may be included among the
Selected Dealers. Each of the Underwriters has agreed that, during the term of
this Agreement, it will be governed by the terms and conditions hereof whether
or not such Underwriter is included among the Selected Dealers.
4. We, acting as Representatives, and with our consent, any Underwriter,
may buy Shares from, or sell Shares to, any Selected Dealer, or any other
Underwriter, and any Selected Dealer may buy Shares from, or sell Shares to, any
other Selected Dealer or any Underwriter at the Public Offering Price, less all
or any part of the concession. We, acting as Representatives, after the initial
public offering may change the Public Offering Price, the concession and the
reallowance.
5. If, prior to the termination of this Agreement, we purchase or
contract to purchase, in the open market or otherwise, for the account of any
Underwriter any Shares purchased by you hereunder, you agree to pay us, on
demand, for the accounts of the several Underwriters an amount equal to the
concession on such Shares. In addition, we may charge you with any transfer
taxes and broker's commission or dealer's mark-up paid in connection with such
purchase or contract to purchase.
6. We shall act on behalf of the Underwriters under this Agreement and
shall have full authority to take such action as we may deem advisable in
respect of all matters pertaining to the public offering of the Shares.
7. If you desire to purchase any of the Shares, your indication of
interest should reach us promptly by telephone or facsimile at the offices of
Xxxxxxx Equities, Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. We reserve
the right to reject all subscriptions in whole or in part, to make allotments
and to close the subscription books at any time without notice. The Shares
allotted to you will be confirmed, subject to the terms and conditions of this
Agreement.
8. The privilege of purchasing the Shares is extended to you only on
behalf of the several Underwriters, if any, that may lawfully sell the Shares to
dealers in your state.
9. Any of the Shares purchased by you under the terms of this Agreement
may be immediately reoffered to the public in accordance with the terms of the
offering thereof set forth herein and in the Prospectus, subject to the
securities laws of the various states. Neither you nor any other person is or
has been authorized to give any information or to make any representations in
connection with the sale of the Shares other than as contained in the
Prospectus.
10. This Agreement will terminate when we shall have determined that the
public offering of the Shares has been completed and upon facsimile notice to
you of such termination, but, if not previously terminated, this Agreement will
terminate at the close of business on the 45th full business day after the date
hereof.
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11. For the purpose of stabilizing the market in the Common Stock of the
Company, we have been authorized to make purchases and sales thereof, in the
open market or otherwise, and, in arranging for sale of the Shares, to
overallot.
12. You agree to advise us, from time to time upon request, prior to the
termination of this Agreement, of the number of Shares purchased by you
hereunder and remaining unsold at the time of such request, and, if, in our
opinion, any such Shares shall be needed to make delivery of the Shares sold or
overallotted for the account of one or more of the Underwriters, you will,
forthwith upon our request, grant to us for the account or accounts of such
Underwriter or Underwriters, the right, exercisable promptly after receipt of
notice from you that such right has been granted, to purchase, at the Public
Offering Price, less the selling concession or such part thereof as we shall
determine, such number of Shares owned by you as shall have been specified in
our request.
13. On becoming a Selected Dealer, and in offering and selling the Shares,
you agree (which agreement shall also be for the benefit of the Company) to
comply with all applicable requirements of the Securities Act of 1933, as
amended (the "Act"), and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). You confirm that you are familiar with Rule 15c2-8 under the
Exchange Act relating to the distribution of preliminary and final prospectuses
for securities of an issuer and confirm that you have complied and will comply
therewith.
14. Upon request, you will be informed as to the jurisdictions in which we
have been advised that the Shares have been qualified for sale under the
respective securities or Blue Sky laws of such 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 Shares in any jurisdiction or as to any sale
therein. You authorize us to file on your behalf a New York State Notice, if
required.
15. Additional copies of the Prospectus will be supplied to you in
reasonable quantities upon request.
16. No Selected Dealer is authorized to act as our agent or as agent for
the Underwriters, or otherwise to act on our behalf or on behalf of the
Underwriters, in offering or selling the Shares to the public or otherwise.
17. We and the several Underwriters shall not be under any liability for
or in respect of the value, validity or form of the Shares, or delivery of the
certificates for the Shares, or the performance by anyone of any agreement on
his part, or the qualification of the Shares for sale under the laws of any
jurisdiction, or for or in respect of any matter connected with this Agreement,
except for lack of good faith and for obligations expressly assumed by us or by
the several Underwriters in this Agreement. The foregoing provisions shall not
be deemed a waiver of any liability imposed under the Act.
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18. Payment for the Shares sold to you hereunder is to be made at the
Public Offering Price, less selling concession, on or about __________, 1997, or
such later date as we may advise, by certified or official bank check, payable
to the order of Xxxxxxx Equities, Inc., in current funds, at such place as we
shall specify on one day's notice to you against delivery of certificates for
the Shares.
19. Except as indicated below, neither the undersigned nor any of its
directors, officers or partners or any "associate" (as defined in Regulation C
promulgated under the Act) thereof, to the knowledge of the undersigned, owns of
record or beneficially, any securities of the Company.
20. Notice to us should be addressed to us c/x Xxxxxxx Equities, Inc., 000
Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Notices to you shall be deemed to have
been duly given if transmitted by facsimile or mailed to you at the address to
which this letter is addressed.
21. If you desire to purchase any of the Shares, please confirm your
subscription by signing and returning to us your confirmation overleaf on the
duplicate copy of this letter enclosed herewith; such confirmation shall be
required even though you have previously advised us thereof by telephone or
facsimile.
Very truly yours,
XXXXXXX EQUITIES, INC., As
Representative
_______________________, 1997 By: _______________________________
GILFORD SECURITIES INCORPORATED, as
Representative
_______________________, 1997 By: _______________________________
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CONFIRMATION
Xxxxxxx Equities, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Gilford Securities Incorporated
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
We confirm our agreement to purchase ____________ shares of Common Stock of
Puro Water Group, Inc. (the "Shares"), subject to all the terms and conditions
set forth in the foregoing Agreement. We acknowledge receipt of the Prospectus.
We further state that, in purchasing the Shares, we have relied upon the
Prospectus and upon no other statement whatsoever, written or oral. We hereby
confirm that we are a dealer actually engaged in the investment banking or
securities business and that we are either (a) a member in good standing of the
National Association of Securities Dealers, Inc. (the "NASD") or (b) 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 a 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 the 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.
Dated:____________________, 1997. ____________________________________________
(Print corporate or firm name of Selected
Dealer)
____________________________________________
(Signature of authorized officer or partner)
____________________________________________
(Print name of person signing)
Address:
____________________________________________
____________________________________________
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