Units Comprised of One Share of Common Stock,
Par Value $.01 Per Share and Two Redeemable Class A Warrants
SPORTSTRAC, INC.
SELECTED DEALER AGREEMENT
, 1997
Gentlemen:
We have agreed as an underwriter (the "Underwriter") named in the
enclosed prospectus (the "Prospectus"), subject to the terms and conditions of
an Underwriting Agreement dated , 1997 (the "Underwriting
Agreement"), to purchase from Sportstrac, Inc. (the "Company") units (the
"Units"), each Unit comprised of one share of common stock, par value $.01 per
share (the "Common Stock") and two redeemable Class A Warrants (the "Class A
Warrants"). We may also purchase as many as additional Units (the "Option
Units") from the Company pursuant to Section 3(b) of the Underwriting Agreement.
The Units to be sold by the Company and the Option Units are sometimes
collectively referred to herein as the "Securities" and are more particularly
described in the Prospectus, additional copies of which will be supplied in
reasonable quantities upon request.
We are offering a portion of the Securities for sale to selected
dealers (the "Selected Dealers"), among whom we are pleased to include you, at
the public offering price, less a concession in the amount set forth in the
Prospectus under "Underwriting." This offering is made subject to delivery of
the Securities and their acceptance by the Underwriter, to the approval of all
legal matters by our counsel, and to the terms and conditions herein set forth,
and may be made on the basis of the reservation of the Securities or an
allotment against subscription.
We will advise you by telegram of the method and terms of the offering.
Acceptances should be sent to IAR Securities Corp., 00 Xxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, Attention: Syndicate Department. Subscription books may be
closed by us at any time without notice, and we reserve the right to reject any
subscription in whole or in part, but notification of allotments against and
rejections of subscriptions will be made as promptly as practicable.
Any of the Units purchased by you hereunder are to be promptly offered
by you to the public at the public offering price, except as herein otherwise
provided and except that a reallowance from any such public offering price not
in excess of the amount set forth in the Prospectus under "Underwriting" may be
allowed to dealers who are members in good standing of the National Association
of Securities Dealers, Inc. (the "NASD"), or foreign dealers or institutions not
eligible for membership in said association who agree to abide by the conditions
with respect to foreign dealers and institutions set forth in your confirmation
below. We may buy Securities from, or sell Securities to, any Selected Dealer,
and any Selected Dealer may buy Securities from, or sell Securities to, any
other Selected Dealer at the public offering price less all or any part of the
concession set forth in the Prospectus. After the Securities are released for
sale to the public, we are authorized to vary the offering price of the
Securities and other selling terms.
If, prior to the termination of this Agreement, we purchase or contract
to purchase any Securities which were purchased by you from us or any Selected
Dealer at a concession from the public offering price (or any Securities which
we believe have been substituted therefor): You agree that we may (i) require
you to pay us on demand an amount equal to the concession on such Securities;
(ii) sell for your account the Securities so purchased and debit or credit your
account with the loss or profit resulting from such sale; or (iii) require you
to purchase such Securities at a price equal to the total cost of such purchase
including commissions and transfer taxes on redelivery.
Securities accepted or allotted hereunder shall be paid for in full at
the public offering price, or, if we shall so advise you, at such price less the
concession to dealers, at the office of IAR Securities Corp., 00 Xxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, prior to 8:30 a.m., New York City time, on such day
after the public offering date as we may advise, by certified or official bank
check payable in New York Clearing House funds to the order of IAR Securities
Corp., against delivery of certificates. If Securities are purchased and paid
for by you hereunder at the public offering price, the concession will be paid
to you after the termination of this Agreement.
We have been advised by the Company that a registration statement for
the Securities, filed under the Securities Act of 1933, as amended (the "Act"),
has become effective. You agree that in selling Securities purchased pursuant
hereto (which agreement shall also be for the benefit of the Company) you will
comply with the applicable requirements of the Act and of the Securities
Exchange Act of 1934, as amended, and the terms and conditions set forth in the
Prospectus. No person is authorized by the Company or any of the Underwriters to
give or rely on any information or to make any representations not contained in
the Prospectus in connection with the sale of Securities. You are not authorized
to act as agent for the Company or the Underwriter in offering the Securities to
the public or otherwise. Nothing contained herein shall constitute the Selected
Dealers partners with the Underwriter or with one another.
The Underwriter shall not be under any liability (except for our own
want of good faith) for or in respect of the validity or value of, or title to,
any Securities; the form or completeness of, or the statements contained in, or
the validity of, the registration statement, any preliminary prospectus, the
Prospectus, or any amendment or supplement thereto or any other letters or
instruments executed by or on behalf of the Company or others; the form or
validity of the agreement for the purchase of the Securities or this Agreement;
the delivery of the Securities; the performance by the Company or others of any
agreement on its or their part; or any matter
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in connection with any of the foregoing; provided, however, that nothing in this
paragraph shall be deemed to relieve the Underwriter from any liability imposed
by the Act.
You, by your confirmation below, represent that (i) you are a member in
good standing of the NASD or are a foreign bank or dealer not eligible for
membership in the NASD which agrees to make no offers or sales of Securities
within the United States, its territories or its possessions, or to persons who
are citizens thereof or residents therein; (ii) 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" (as
defined by the NASD in its Interpretation of Article III, Section I of its Rules
of Fair Practice, as amended) or any other broker-dealer, have participated or
intend to participate in any transaction or dealing as to which documents or
information are required to be filed with the NASD pursuant to such
Interpretation, and as to which such documents or information have not been so
filed as required.
You agree not to, at any time prior to the termination of this
Agreement, bid for, purchase, sell or attempt to induce others to purchase or
sell, directly or indirectly, any Common Stock other than (a) as provided for in
this Agreement or the Underwriting Agreement relating to the Securities, or (b)
purchases or sales as broker on unsolicited orders for the account of others. In
making the sales of Securities, if you are a member of the NASD, you will comply
with all applicable rules of the NASD, including, without limitation, the NASD's
Interpretation of Article II, Section I of its Rules of Fair Practice with
respect to Free-Riding and Withholding and Section 24 of Article III of the
NASD's Rules of Fair Practice, or if you are a foreign bank or dealer, you agree
to comply with such Interpretation of Sections 8, 24 and 36 of such Article as
though you were such a member and Section 25 of such Article as it applies to a
nonmember broker or dealer in a foreign country.
Upon application to us, we will inform you as to the advice we have
received from counsel concerning the jurisdictions in which the Securities have
been qualified for sale or are exempt under the respective securities or blue
sky laws of such jurisdictions, but we have not assumed and will not assume any
obligation or responsibility as to the right of any Selected Dealer to sell the
Securities in any jurisdiction.
As Underwriter, we shall have full authority to take such action as we
may deem advisable in respect of all matters pertaining to the offering or
arising thereunder. Neither we, acting as the Underwriter, shall be under any
obligation to you except for obligations expressly assumed by us in this
Agreement.
You agree, upon our request, at any time or times prior to the
termination of this Agreement, to report to us the number of Securities
purchased by you pursuant to the provisions hereof which then remain unsold.
Selected Dealers will be governed by the conditions herein set forth
until this Agreement is terminated. This Agreement will terminate at the close
of business on the 30th business day after the initial public offering of the
Securities, but, in our discretion, may be extended by us for a further period
or periods not exceeding 30 business days in the aggregate and in our
discretion, whether or not extended, may be terminated at any earlier time.
Notwithstanding the termination of this Agreement, you shall remain liable for
your proportionate amount of any
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claim, demand or liability which may be asserted against you alone, or against
you together with other dealers purchasing Securities upon the terms hereof, or
against us, based upon the claim that the Selected Dealers, or any of them,
constitute an association, an unincorporated business or other entity.
This Agreement shall be construed in accordance with the laws of the
State of New York without giving effect to conflict of laws principles.
In the event that you agree to purchase Securities in accordance with
the terms hereof, and of the aforementioned telegram, kindly confirm such
agreement by completing and signing the form provided for that purpose on the
enclosed duplicate hereof and returning it to us promptly.
All communications from you should be addressed to IAR Securities
Corp., 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Syndicate
Department. Any notice from us to you shall be deemed to have been duly given if
mailed or telegraphed to you at this address to which this letter is mailed.
Very truly yours,
IAR SECURITIES CORP.
As Underwriter
By:
Name:
Title:
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IAR Securities Corp.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Syndicate Department
Gentlemen:
We hereby confirm our agreement to purchase Securities (as such term is
defined in the Selected Dealer Agreement) of Sportstrac, Inc. subject to the
terms and conditions of the foregoing Agreement and your telegram to us referred
to herein. We hereby acknowledge receipt of the definitive Prospectus relating
to the Securities, and we confirm that in purchasing Securities we have relied
upon no statements whatsoever, written or oral, other than the statements in
such Prospectus. We have made a record of our distribution of preliminary
prospectuses and, when furnished with copies of any revised preliminary
prospectus, we have, upon your request, promptly forwarded copies thereof to
each person to whom we had theretofore distributed preliminary prospectuses. We
confirm that we have complied and will comply with all of the requirements of
Rule 15c2-8 under the Securities Exchange Act of 1934.
We hereby represent that we are a member in good standing of the
National Association of Securities Dealers, Inc. (the "NASD") or, if we are not
such a member, we are a foreign dealer or institution not eligible for
membership in said Association which agrees to make no sales within the United
States, its territories or its possessions or to persons who are citizens
thereof or residents therein. If we are such a member, we agree to comply with
all applicable rules of the NASD, including, without limitation, the provisions
of Section 24 of Article III of the Rules of Fair Practice of the NASD, or, if
we are such a foreign dealer or institution, we agree to comply with all
applicable rules of the NASD, including, without limitation, the NASD's
Interpretation with Respect to Free-Riding and Withholding and Sections 8, 24
and 36 of such Article as if we were such a member, and Section 25 of such
Article as it applies to a non-member broker or dealer in a foreign country.
__________________________
Corporate or Firm Name of
Selected Dealer
__________________________
(Signature of Authorized
Official or Partner)
Dated: , 1997
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