AMERITRANS CORPORATION
325,000 UNITS
SELECTED DEALERS AGREEMENT
April __, 2002
Dear Sirs:
1. Registration under the Securities Act of 1933, as amended (the "Act"),
of 325,000 units ("Units") of Preferred Stock $12.00 par value, Common Stock and
a Warrant to purchase a share of Common Stock of Ameritrans Capital
Corporation., a Delaware corporation (the "Company"), all of which are being
sold by the Company, as more fully described in the final prospectus enclosed
herewith (the "Prospectus"), has become effective.(1) We are offering certain of
the Units for purchase by a selected group on the terms and conditions stated
herein. The member of the selected group and the amount to which each may
participate is described on Exhibit A attached hereto.
Authorized Public
Offering Price: $______ per Unit.
Dealers' Selling
Concession: Not to exceed $____ per Unit payable upon termination of
this Selected Dealers 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.
Reallowance: You may reallow not in excess of $_____ 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 not to sell the
Units (i) to purchasers in, or to persons who are nationals
of, the United States of America, and (ii) except in
compliance with the Interpretation with Respect
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(1) Plus the Over-Allotment Option available to the Underwriters to
purchase up to an additional 48,750 Units from the Company.
to Free-Riding and Withholding of the NASD (the
"Interpretation") as to sales outside the United States.
Delivery and
Payment: Delivery of the Units shall be made on or about March __,
2002 or such later date as we may advise, at the office of
Noble International Investments, Inc., 0000 Xxxxxxxx Xxx.,
Xxxxx 000, Xxxx Xxxxx, XX 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 full authorized public offering price stated above, or,
if we shall so advise you, at the public offering price less
the dealers' selling concession stated above, by federal
wire transfer.
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 45
additional days. We may terminate this Agreement, whether or
not extended, at any time without notice.
2. Except as otherwise expressly provided in this Agreement, members of
the Selected Dealers may immediately offer the Units for sale and take orders
therefor only at the public offering price, subject to confirmation and
allotment by us. We, in turn, are prepared to receive orders subject to
confirmation and allotment by us. We reserve the right to reject any order in
whole or in part or to allot less than the number of Units applied for. Orders
transmitted by telephone must be promptly confirmed by letter or telegram.
3. You, by becoming a member of the Selected Dealers, agree (a) 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) agree
that you do not have a right to resell or return any units purchased from us as
manager, and (d) 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.
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. 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 which we as
Underwriter 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.
9. You, by becoming a member of the Selected Dealers represent that you
are (a) a member in good standing of the NASD, or (b) a foreign dealer, who is
not eligible for membership in said NASD and has agreed not to sell the Units
(i) to purchasers in, or to persons who are nationals of, the United States of
America, and (ii) except in compliance with (A) the Interpretation with Respect
to Free-Riding and Withholding of said NASD as to sales outside the United
States and (B) Rules 2730, 2740, 2420 and 2750 of the NASD's Conduct Rules. In
addition, if you are a member of the NASD you confirm that you will not reallow
any commissions to any non-member broker/dealers, including foreign
broker/dealers registered pursuant to the Securities Exchange Act of 1934, as
amended.
You hereby represent and warrant that neither you nor any of your
affiliates (as such term is defined in Rule 405 promulgated under the Act) have
received compensation of any nature from the Company pursuant to any agreement,
arrangement or understanding with the Company or otherwise during the twelve
(12) month period prior to and including the date hereof and neither you
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nor any such affiliate will enter into any agreement, arrangement or
understanding with the Company for or otherwise receive compensation of any
nature from the Company during the twelve (12) month period following the date
hereof.
10. You, by becoming a member of the Selected Dealers represent that (a)
neither you nor any of your directors, officers, partners or "persons associated
with" you (as defined in the By-Laws of the NASD), nor, to your knowledge, any
"related person" (defined by the NASD to include counsel, financial consultants
and advisors, finders, members of the selling or distribution groups, and any
other persons associated with or related to any of the foregoing) or any other
broker-dealer, (i) within the last 18 months have purchased in private
transactions, or intends before, at or within six months after the commencement
of the public offering of the Units to purchase in private transactions, any
securities of the Company or any parent, predecessor, or subsidiary thereof,
(ii) within the last 12 months had any dealings with any of the Company
subsidiary or controlling stockholder thereof or (iii) have, except as
contemplated by this Agreement, any agreement, arrangement or understanding to
receive compensation in connection with (as defined by the NASD) the
distribution of the Shares.
11. 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.
12. We shall be the 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 Shares 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.
13. By executing this Agreement, you assume full responsibility for proper
training and instruction of your representatives concerning the selling methods
to be used in connection with the offer and sale of the Units giving special
emphasis to the principal's suitability and full disclosure to prospective
investors and the prohibitions against "free-riding" and "withholding."
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14. The Company has agreed in the Underwriting Agreement to indemnify and
hold harmless the Underwriter and each person, if any, who controls the
Underwriters within the meaning of the Act against any and all loss, claim,
damage, liability and expense whatsoever arising out of or based upon any untrue
statement or alleged untrue statement of any material fact contained in the
Registration Statement, the Prospectus, any preliminary prospectus or any
amendment or supplement thereto or arise out of or based upon the omission to
state material fact required to be stated therein and necessary to make the
statements therein not misleading and to reimburse the Underwriters for any
legal and other expenses reasonably incurred by in connection with investigating
or defending any such action or claim; provided, however, the Company should 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 any untrue statement or alleged untrue
statement or omission or alleged omission made in the Registration Statement,
the Prospectus, or any Preliminary Prospectus, or any amendment or supplement in
reliance upon and in conformance with written information furnished to the
Company by the Underwriters expressly for use therein.
You agree to indemnify and hold harmless the Company, the
Underwriters, each of the Company's officers and directors who sign the
registration, and each person, if any, who controls the Company and the
Underwriters within the meaning of Section 15 of the Act against any and all
loss, liability, claim, damage and expense (a) described in the indemnity
contained in the preceding paragraph, with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement or the Prospectus or any amendment or supplement thereto in reliance
upon and conforming with written information furnished to the Company by such
Selected Dealer expressly for use in the Registration Statement (or any
amendment thereto) or the Prospectus (or any amendment or supplement thereto);
or (b) based upon alleged misrepresentations or omissions to state material
facts in connection with statements made by you or your sales people orally or
by other means in connection with the offering and sale of the Units; or (c) any
misrepresentation or omission made in connection with this Agreement or any
breach by you of the terms hereof or the covenants contained herein; you will
reimburse the Company and the Underwriters for any legal or other expenses
reasonably incurred in connection with the investigation of, or defending of any
such action or claim.
Each indemnified party is required to give prompt notice to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder.
15. If for federal income tax purposes the Selected Dealers, among
themselves or with the Underwriter, 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
selection as may be required by the Internal Revenue Service.
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16. All communications from you shall be addressed to us care of Noble
International Investments, Inc., 0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxxx, XX
00000. 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
telexed 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 Florida 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 in writing and sign and return to us the
enclosed counterpart of this letter attached hereto as Exhibit A.
Very truly yours,
NOBLE INTERNATIONAL INVESTMENTS, INC.,
As Representative of the several
Underwriters
By:
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Name: Nico X. Xxxxx
Title: President
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EXHIBIT A
TO SELECTED DEALER AGREEMENT
We accept membership in the Selected Dealers on the terms specified above and
acknowledge receipt of the final Prospectus. We hereby confirm our agreement to
purchase the Shares (as defined in the foregoing Selected Dealer Agreement)
allotted to us subject to the terms and conditions of the foregoing Selected
Dealer Agreement. In purchasing any Shares, we have relied solely on the final
Prospectus and on no other statements, written or oral.
AGREED AND ACCEPTED UPON
THIS DATE MARCH ___, 2002
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Company Name
By:
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Name:
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Title:
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EXHIBIT B
[FIRM NAME] [ALLOCATION]
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