FORM OF SELLING AGREEMENT
This Agreement made as of the ____ day of _______________, 19___ by and
between SUMMIT SECURITIES, INC., an Idaho corporation ("Summit") and
METROPOLITAN INVESTMENT SECURITIES, INC., a Washington corporation (the
"Selling Agent").
WITNESSETH:
WHEREAS, Summit proposes to issue and sell $40,000,000 principal amount
of its Investment Certificates, Series B (the "Certificates") pursuant to a
Registration Statement (or Registration Statements) and a Prospectus (or
Prospectuses) filed under the Securities Act of 1933; and
WHEREAS, the Selling Agent, an affiliate of Summit, for good and valuable
consideration the receipt of which is hereby acknowledged, desires to assist
in the sale of the Certificates upon the terms and in reliance upon the
representations, warranties and agreements set forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
1. Appointment of Selling Agent.
Summit hereby appoints the Selling Agent as its managing agent to
offer and sell the Certificates at the prices and in the manner
described in the Registration Statement and the Prospectus and in
compliance with the terms and conditions thereof. Summit agrees
to provide the Selling Agent with such number of Registration
Statements and Prospectuses as it reasonably requests to enable it
to offer the Certificates and authorizes the Selling Agent to
distribute the Registration Statements and Prospectuses.
2. Undertaking of Selling Agent.
The Selling Agent agrees to use its best efforts to sell the
Certificates on the terms stated herein and in the Registration
Statement and Prospectus and to notify Summit of the number of
Certificates with respect to which subscription agreements have
been executed by subscribers. It is understood that the Selling
Agent
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has no commitment to sell the Certificates other than to use its
best efforts. The Selling Agent will deliver all cash and checks
received from the subscribers to Summit by noon of the next
business day. All checks received by the Selling Agent from
subscribers shall be made payable to Summit. The Selling Agent
will not maintain discretionary customer accounts and undertakes
that it will not, in any event make discretionary purchases for
the accounts of customers.
3. Amendment of the Registration Statement and Prospectus.
Summit agrees, at its expense, to amend or supplement the
Registration Statement or the Prospectus and to provide the
Selling Agent with sufficient copies thereof for distribution as
contemplated in the Registration Statement or the Prospectus or
otherwise for purposes contemplated by federal and state
securities laws, if (i) the Selling Agent advises Summit that in
its opinion and that of its counsel, such amendment or supplement
is necessary or advisable, or (ii) such amendment or supplement is
necessary to comply with federal or state securities laws or the
rules or regulations promulgated thereunder or is necessary to
correct any untrue statement therein or eliminate any material
omissions therein or any omissions therein which make any of the
statements therein misleading. The representations, warranties
and obligations to indemnify all parties hereto contained herein
relating to the Registration Statement or the Prospectus shall
attach to any such amendment or supplement.
4. Undertakings of Summit.
Summit will promptly notify the Selling Agent in the event of the
issuance by the Securities and Exchange Commission ("SEC") of any
stop order or other order suspending the Registration of the
Certificates, or in the event of the institution or intended
institution of any action or proceeding for that purpose. In the
event that the SEC shall enter a stop order suspending or
otherwise suspend the Registration of the Certificates, Summit
will make every reasonable effort to obtain as promptly as
possible the entry of an appropriate order setting aside such stop
order or otherwise reinstating the Registration of the
Certificates.
5. Representations and Warranties.
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Summit represents and warrants to the Selling Agent that:
(i) The Registration Statement and the Prospectus comply as to
form in all material respects with the Securities Act of
1933 and the rules and regulations of the SEC thereunder,
accurately describe the operations of Summit and do not
contain any misleading or untrue statements of a material
fact or omit to state a material fact which is necessary to
prevent the statements therein from being misleading.
(ii) Summit is a corporation duly organized and validly existing
under the laws of the State of Idaho with full corporate
power to perform its obligations as described in the
Registration Statement and the Prospectus.
(iii) The Certificates, when issued and sold pursuant to the
terms hereof and of the Registration Statement, Prospectus
and subscription agreements, will constitute valid, binding
and legal outstanding obligations of Summit, in accordance
with their terms.
(iv) This Agreement has been duly and validly authorized,
executed and delivered on behalf of Summit and is a valid
and binding agreement in accordance with its terms.
6. Indemnification.
Summit and the Selling Agent each (a) agree to indemnify and hold
harmless the other (and each person, if any, who controls the
other) against any loss, claim, damage, charge or liability to
which the other (or such controlling persons) may become subject,
insofar as such loss, claim, damage, charge or liability (or
actions in respect thereof) (i) arises out of or is based upon any
misrepresentation or breach of warranty of such party herein or
any untrue statement or alleged untrue statement of any material
fact contained in the Registration Statement or the Prospectus (or
any amendment or supplement thereto) which relates to or was
supplied by such party, or (ii) arises out of or is based upon the
omission or alleged omission to state therein a material fact
relating to such party required to be stated therein or necessary
to make the statements therein not misleading, including
liabilities under the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as
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amended, and (b) agree to reimburse such other party (and any
controlling persons) for any legal or other fees or expenses
reasonably incurred in connection with investigating or defending
any action or claim arising out of or based upon any of the
foregoing.
7. Fees and Expenses.
Summit will pay all expenses incurred in connection with the
offering and sale of the Certificates, including without
limitation, fees and expenses of counsel, blue sky fees and
expenses (including legal fees), printing expenses, accounting
fees and expenses, and fees and expenses of First Trust, as
Trustee.
In the event of termination of the offering, Selling Agent will be
reimbursed only for its actual accountable out-of-pocket expenses.
The maximum commissions payable upon sale of the Certificates
shall be 6% of the investment amount.
8. Governing Law.
This Agreement shall be deemed to be made under and governed by
the laws of the State of Idaho.
IN WITNESS WHEREOF, this Agreement has been executed by the parties
hereto as of the day and year first above mentioned.
SUMMIT SECURITIES, INC.
By ___________________________________
Xxx Xxxxxx, President
METROPOLITAN INVESTMENT SECURITIES, INC.
By _____________________________________
Xxxxx Xxxxxxx, Secretary
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