INTEGCOM CORP.
1,000,000 Units, Each Unit Consisting of
One Share of Common Stock and
One Common Stock Purchase Warrants
SELECTED DEALER'S AGREEMENT
________, 2000
Dear Sirs:
1. Xxxxx Xxxx & Co., Inc. ("Xxxxx Xxxx"), together with other underwriters named
in the Prospectus dated _________, 2000, are the underwriters (the
"Underwriters"). The Underwriters agreed to purchase, subject to the terms and
conditions set forth in the Underwriting Agreement referred to in the
Prospectus, an aggregate of 1,000,000 units (the "Units"),each Unit consisting
of one share of common stock, $.01 par value per share (the "Common Stock"), and
one common stock purchase warrant (the "Warrants") of InTegCom Corp. (the
"Company"), from the Company, and up to 150,000 additional Units (the
"Additional Securities"), pursuant to an option for the purpose of covering
over-allotments (the Units, and the Common Stock and Warrants underlying the
Units, plus any of the Additional Securities purchased upon exercise of the
option being herein collectively called the "Securities"). The Securities and
the terms upon which they are to be offered for sale by the Underwriter are more
particularly described in the Prospectus.
1. The Securities are to be offered to the public by the Underwriter at a
price of $_____ per Unit (herein called the "Public Offering Price") and in
accordance with the terms of the offering set forth in the Prospectus.
2. The Underwriter is offering, subject to the terms and conditions hereof,
a portion of the Securities for sale to certain dealers which are members of the
National Association of Securities Dealers, Inc. and agree to comply with the
provisions of Section 24 of Article III of the Rules of Fair Practice of such
Association and to foreign dealers or institutions ineligible for membership in
said Association which agree (a) not to resell Securities (i) to purchasers
located in, or to persons who are nationals of, the United States of America or
(ii) when there is a public demand for the Securities to persons specified as
those to whom members of said Association participating in a distribution may
not sell and (b) to comply, as though such foreign dealer or institution were a
member of such Association, with Sections 8, 24, 25 (to the extent applicable to
foreign nonmember brokers or dealers) and Section 36 of such Rules (such dealers
and institutions agreeing to purchase Common Stock and/or Warrants hereunder
being hereinafter referred to as "Selected Dealers") at the Public Offering
Price less a selling concession of $_____ per Unit, payable as hereinafter
provided, out of which concession an amount not exceeding $_____ per Unit may be
reallowed by Selected Dealers to members of the National Association of
Securities Dealers, Inc. or to foreign dealers or institutions ineligible for
membership therein which agree as aforesaid. The Underwriter may be included
among the Selected Dealers.
3. The Underwriter shall act as your representative under this Agreement
and shall have full authority to take such action as the Underwriters may deem
advisable in respect to all matters pertaining to the public offering of the
Securities.
4. If you desire to purchase any of the Securities, your application should
reach us promptly by telephone or facsimile at the office of Xxxxx Xxxx, and we
will use our best efforts to fill the same. 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 Units allotted to you will be
confirmed, subject to the terms and conditions of this Agreement.
5. The privilege of purchasing the Units is extended to you by the
Underwriter only if they may lawfully sell the Securities to dealers in your
state.
6. Any of the Units purchased by you under the terms of this Agreement may
be immediately reoffered to the public in accordance with the terms of the
offering set forth herein and in the Prospectus, subject to the securities laws
of the various states. Neither you nor any other
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person is or has been authorized to give any information or to make any
representations in connection with the sale of Securities other than as
contained in the Prospectus.
7. This Agreement will terminate when we shall have determined that the
public offering of the Securities has been completed and upon telegraphic notice
to you of such termination, but, if not previously terminated, this Agreement
will terminate at the close of business on the 20th full business day after the
date hereof; provided, however, that we shall have the right to extend this
Agreement for an additional period or periods not exceeding 20 full business
days in the aggregate upon telegraphic notice to you. Promptly after the
termination of this Agreement there shall become payable to you the selling
concession on all Units which you shall have purchased hereunder and which shall
not have been purchased or contracted for (including certificates issued upon
transfer) by us, in the open market or otherwise (except pursuant to Section 10
hereof), during the terms of this Agreement for the account of the Underwriter.
8. For the purpose of stabilizing the market in the Units, and the Common
Stock and Warrants underlying the Units, we have been authorized to make
purchases and sales thereof, in the open market or otherwise, and, in arranging
for sale of the Securities, to over-allot.
9. You agree to advise us from time to time, upon request, prior to the
termination of this Agreement, of the number of Securities purchased by you
hereunder and remaining unsold at the time of such request, and, if in our
opinion any such Securities shall be needed to make delivery of the Securities
sold or over-allotted for the account of the Underwriters, you will, forthwith
upon our request, grant to us, or such party as we determine for, our account
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 as we shall determine, such number of Securities owned by you as
shall have been specified in our request.
10. On becoming a Selected Dealer and in offering and selling the
Securities, you agree to comply with all applicable requirements of the
Securities Act of 1933, the Securities Exchange Act of 1934 and the NASD Rules
of Fair Practice.
11. Upon application, you will be informed as to the jurisdictions in which
we have been advised that the Securities have been qualified for sale under the
respective securities or blue sky
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laws of such jurisdictions, but we assume no obligation or responsibility as to
the right of any Selected Dealer to sell the Securities in any jurisdiction or
as to any sale therein.
12. Additional copies of the Prospectus will be supplied to you in
reasonable quantities upon request.
13. It is expected that public advertisement of the Securities will be made
on the first day after the effective date of the Registration Statement.
Twenty-four hours after such advertisement shall have appeared but not before,
you will be free to advertise at your own expense, over your own name, subject
to any restrictions of local laws, but your advertisement must conform in all
respects to the requirements of the Securities Act of 1933, and we will not be
under any obligation or liability in respect of your advertisement.
14. No Selected Dealer is authorized to act as our agent or to make any
representation as to the existence of an agency relationship otherwise to act on
our behalf in offering or selling the Securities to the public or otherwise.
15. We shall not be under any liability for or in respect of the value,
validity or form of the certificates for the shares of Common Stock and Warrants
underlying the Units, or delivery of such certificates, or the performance by
anyone of any agreement on his part, or the qualification of the Securities 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 in this Agreement. The foregoing provisions shall be
deemed a waiver of any liability imposed under the Securities Act of 1933.
16. Payment for the Securities sold to you hereunder is to be made at the
Public Offering Price, on or about _______, 2000, or such later date as we may
advise, by certified or official bank check payable to the order of Xxxxx Xxxx &
Co, Inc., in current New York Clearing House funds at such place as we shall
specify on one day's notice to you against delivery of certificates for the
Common Stock and Warrants.
17. Notice to us should be addressed to us at the office of Xxxxx Xxxx &
Co., Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention: Xxxxxxxxxxx X.
Xxxxxxx, and to [ ]. Notices to you shall be deemed to have been duly given
if telefaxed or mailed to you at the address to which this letter is addressed.
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18. If you desire to purchase any of the Securities, please confirm your
application by signing and returning to us your confirmation on the duplicate
copy of this letter enclosed herewith even though you have previously advised us
thereof by telephone or facsimile.
Dated: _________, 2000 XXXXX XXXX & CO., INC.
By:__________________________________
Xxxxxxxxxxx X. Xxxxxxx
Accepted and agreed
as to ________ shares of Common Stock and ________ Warrants
this ____ day of _______, 2000.
By: __________________________________
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