EXHIBIT 1.2
2,500,000 UNITS
Each Unit Consisting of One Share of Common Stock and
One Redeemable Class A Warrant
HYPERTENSION DIAGNOSTICS, INC.
SELECTED DEALER AGREEMENT
_________________, 1998
___________________________
___________________________
___________________________
___________________________
Ladies and Gentlemen:
Registration under the Securities Act of 1933, as amended, (the "1933 Act")
of this issue, described in the enclosed Prospectus, has become effective. The
Underwriter is offering certain of the Units for purchase as principal by a
selected list of dealers (herein collectively referred to as "Selected
Dealers").
Public Offering Price: As set forth in the Prospectus.
Selected Dealers $______ per Unit, payable as
Concession: set forth below.
Reallowance: Not in excess of $____ per
Unit may be reallowed as a
selling concession to dealers,
but only as permitted by the
Rules of Fair Practice of the
National Association of
Securities Dealers, Inc.
("NASD").
Confirmation of Orders: All orders are subject to
confirmation and allotment by
us. We reserve the right to
reject any order, or to allot
less than the amount applied for.
Delivery and Payment: At the office of X. X.
Xxxxxxxx & Company at such time
and on such day as we may advise
you. Payment is to be made at the
public offering price, less the
Selected Dealers concession, by a
certified or official bank check
payable to the order of
___________________ in Clearing House
funds against delivery of
certificates. If you are a member of,
or clear through a member of, the
Depository Trust Company (the "DTC"),
we may, in our discretion, make
delivery through the facilities of
the DTC.
Dealings During Life of this Units ordered by Selected Dealers,
Agreement: when confirmed by us, may be
immediately reoffered to the public
in conformity with the terms of
offering set forth in the Prospectus.
As stated in the Prospectus, we may
engage in transactions for the
purposes of stabilizing the price of
the Units. Stabilization, if
commenced, may be discontinued at any
time.
Termination of this Agreement: This Agreement shall terminate at
5:00 P.M., Minneapolis time, 45 days
after the public offering of these
Units unless extended in our
discretion for a period or periods
not to exceed in the aggregate 45
days; but we may terminate this
Agreement whether or not extended, at
any time without prior notice.
These Units are offered by us for delivery when, as, and if issued to and
accepted by us and subject to the terms hereof, our right at any time to vary
the offering price, concessions and terms of the offering and our right to
withdraw, cancel, or modify this offer without notice.
You are not authorized to act as agent for us or otherwise act in our
behalf in offering these Units to the public or otherwise, or to give any
information or to make any representation not contained in the Prospectus.
Nothing herein contained will constitute the Selected Dealers and us a
partnership, association, or other separate entity, but you shall be responsible
for your share of any liability or expense based on any claim to the contrary.
We shall not be under any liability to you, except for obligations expressly
assumed in this Agreement, and no obligations on our part shall be implied
hereby or inferred herefrom, but nothing in this paragraph shall be deemed to
relieve us of any liability imposed under the 1933 Act.
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By your acceptance hereof, you agree: (1) to take up and pay for the Units
ordered by and confirmed to you; (2) in reoffering the same, to comply with the
terms of this Agreement; (3) upon our request, to advise us of the amount of
Units purchased from us remaining and unsold by you and to resell to us such
number of unsold Units as we may request at the public offering price less the
amount of the Selected Dealers concession; (4) that you will not offer or sell
the Units in any jurisdiction except those with respect to which we have advised
you that such offers or sales will be permissible under the state securities or
Blue Sky laws of the respective jurisdictions (notwithstanding any information
furnished or any action taken in connection therewith, we shall have no
obligation or responsibility with respect to the registration or qualification
of the Units in any jurisdiction or the right of any Selected Dealer to sell or
advertise them therein) and that in the event that you sell any Units in
jurisdictions where the Units have not been registered or qualified you will
accept sole responsibility for any curative measures with respect to, or
liability arising from, such sales; (5) that you will not engage in stabilizing
the price of the Units or, until completion of your participation in the
distribution, in bidding for or purchasing or attempting to induce others to
purchase, directly or indirectly, any of the Units; and (6) notwithstanding the
termination of this Agreement, to bear your proper proportion of any tax,
liability or other claims in connection herewith imposed at any time against you
alone, with other Selected Dealers, or with the Underwriter, and a like share of
any expenses of resisting such claims.
It is assumed that Units sold by you will be effectively placed for
investment. You agree to pay us upon demand an amount equal to the Selected
Dealers concession as to any Units purchased by you hereunder which, prior to
the termination of this Agreement, we may Purchase or contract to purchase for
our account or which may be delivered against purchase contracts made prior to
the termination of this Agreement and, in addition, we may charge you with any
broker's commission and transfer tax paid in connection with such purchase or
contract to purchase. Certificates for Units delivered on such repurchases need
not be the identical certificates originally purchased.
You, by your confirmation below, represent that neither you nor any of your
directors, officers, partners, "persons associated with" you (as defined in the
Bylaws of the NASD) nor, to your knowledge, any "related person" (as defined by
the NASD in its NASD Conduct Rule 2700 regarding Securities Distributions, and
its subparts), has participated or intend to participate in any transaction or
dealing (including with the Company) as to which documents or information are
required to be filed with the NASD pursuant to such Rule, and as to which such
documents or information have not been so filed in a timely manner; and that the
Company is not an "affiliate" of yours, nor is any director, officer or holder
of five percent (5%) or more of the voting securities of the Company a "person
associated with" you (as such terms are defined in the Bylaws of the NASD).
You agree that you will not sell to any account over which you exercise
discretionary authority any of the Units which you purchase.
On becoming a Selected Dealer, and in offering and selling the Units, you
agree to comply with all the applicable requirements of the 1933 Act and the
rules and regulations thereunder, and any applicable state securities laws.
You confirm that you are familiar with Rule 15c2-8 under the Securities
Exchange Act of 1934 (the "1934 Act") relating to the distribution of
Preliminary and final prospectuses for securities of an
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issuer (whether or not the issuer is subject to the reporting requirements of
Section 13 or 15(d) of the 0000 Xxx) and confirm that you have complied and
will comply therewith. You confirm that you are in compliance with Rule
15c3-1 under the 1934 Act and the Securities and Exchange Commission's
uniform net capital rules thereunder, and you will continue to be in
compliance during your participation in this offering.
You represent that you are either (1) a member in good standing of the NASD
who agrees to comply with all applicable rules of the NASD, including without
limitation, the NASD's Free-Riding and Withholding Rule (IM-2110-1) and
applicable Conduct Rules, including but not limited to Rules 2420, 2730, 2740,
2750 of the NASD's Conduct Rules; or (2) a foreign dealer not eligible for
membership in the NASD who hereby agrees to make no sales within the United
States, its territories, or its possessions, nor to persons who are citizens
thereof or residents therein, and in making other sales to comply with the NASD
Securities Distributions Conduct Rule mentioned above and Conduct Rules 2730,
2740 and 2750 as if you were an NASD member and to comply with Conduct Rule 2420
of such article as that section applies to a nonmember foreign dealer.
Very truly yours,
X. X. XXXXXXXX & COMPANY
By:_____________________________________
Its:____________________________________
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ACCEPTANCE
We confirm our agreement to purchase _________ Units of the above issue
subject to all the terms and conditions set forth in the Agreement. We
acknowledge receipt of the Prospectus and no other statements, written or oral.
We further state that in purchasing the Units we have relied upon the Prospectus
and upon no other statement whatsoever, written or oral.
Dated: ______________________, 1998
______________________________________________________
Print corporate name or firm name of selected dealer
______________________________________________________
Signature of authorized official or partner
______________________________________________________
Print name of person signing
______________________________________________________
Print title of person signing
Address:
______________________________________________________
______________________________________________________
M:91322.2:PTC:05/13/1998
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