MIDDLE KINGDOM ALLIANCE CORP. SELECTED DEALERS AGREEMENT
______________,
2006
Ladies
and Gentlemen:
1) We,
and
the other Underwriters named in a Prospectus (the "Underwriters"), acting
through us as Representative, are severally offering for sale units of the
securities of Middle Kingdom Alliance Corp., a Delaware corporation (the
“Company”) which we have agreed to purchase a
by a
selected group of dealers (the “Selected Dealers”) on the terms and conditions
stated herein:
a) an
aggregate of 180,000 Series A Units of the Company (the “Series A Units”). Each
Series A Unit consists of one share of common stock of the Company, par value
$0.001 per share (“Common Stock”), and four redeemable Class A warrants that
entitle the holder to purchase one share of common stock at a purchase price
of
$5.00 per share (the "Class A Warrants"); and
b) an
aggregate of 3,000,000 Series B Units of the Company (the "Series B Units).
Each
Series B Unit consists of one share of Class B common stock, par value $0.001
(the "Class B Common Stock") and one redeemable Class B warrant to purchase
one
share of common stock at a purchase price of $6.00 per share (the "Class B
Warrants"). The Series A Units and Series B Units, together, to be hereinafter
referred to as the "Firm Units".
In
addition, the several Underwriters have been granted options to purchase an
additional 27,000 Series A Units and 450,000 Series B Units to cover
over-allotments (the "Option Units") in connection with the sale of the Firm
Units. The Firm Units and the Option Units are hereinafter collectively referred
to as the “Units,” and the Units, the shares of Common Stock, Class B Common
Stock, Class A Warrants and Class B Warrants included in the Units and the
shares of common stock issuable upon exercise of the Class A and Class B
Warrants are hereinafter referred to collectively as the “Securities.” The
Securities and the terms under which they are to be offered for sale by the
several Underwriters are more particularly described in the Prospectus and
registration statement filed by the Company on Form S-1, as amended (No.
333-133475).
2) The
Securities are to be offered to the public by the several Underwriters at the
price per unit set forth on the cover page of the Prospectus (the "Public
Offering Price"), in accordance with the terms of offering thereof set forth
in
the Prospectus.
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3) (a) Some
or
all of the several Underwriters are severally offering, subject to the terms
and
conditions hereof, a portion of the Securities for sale to certain dealers
who
are actually engaged in the investment banking or securities business and who
are either (i) members in good standing of the National Association of
Securities Dealers, Inc. (the "NASD");or (ii) dealers with their principal
places of business located outside the United States, its territories and its
possessions and not registered as brokers or dealers under the Securities
Exchange Act of 1934 (the "1934 Act"), who have agreed not to make any sales
of
the Securities within the United States, it territories or its possessions
or to
persons who are nationals thereof or residents therein (such dealers who shall
agree to purchase shares of the Securities hereunder being herein called
"Selected Dealers"), at the Public Offering Price, less a selling concession
of
not in excess of $_____ per share payable as hereinafter provided, out of which
concession an amount not exceeding $______ per share may be reallowed by
Selected Dealers to members of the NASD or foreign dealers qualified as
aforesaid.
(b) You,
by
becoming a member of the Selected Dealers agree
to
comply with all applicable rules of the NASD, including NASD Rule 2740, and,
if
any such dealer is a foreign dealer and not a member of the NASD, such Selected
Dealer also agrees to comply with the NASD Rule 2790, to comply, as though
it
were a member of the NASD, with the provisions of NASD rules 2730 and 2750,
and
to comply with NASD Rule 2420 as that rule applies to non-member foreign
dealers.
(c) Some
of
or all the Underwriters may be included among the Selected Dealers. Each of
the
Underwriters has agreed that, during the term of this Agreement, it will be
governed by the terms and conditions hereof whether or not such Underwriter
is
included among the Selected Dealers.
4) On
behalf
of the Underwriters, I-Bankers Securities Incorporated, Newbridge Securities
Corporation and Westminster Securities Corp. shall act as Representatives under
this Agreement and shall have full authority to take such action as we may
deem
advisable in respect of all matters pertaining to the public offering of the
Securities.
5) If
you
desire to purchase any of the Securities, your application should reach us
promptly by telephone or facsimile at our offices at:
|
If
to I-Bankers:
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Fax:
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| If to Newbridge: | ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ |
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Fax:
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| If to Westminster: | ▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇ |
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Fax:
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We
reserve the right to reject subscriptions in whole or in part, to make
allotments and to close the subscription books at any time without notice.
The
Securities allotted to you will be confirmed, subject to the terms and
conditions of this Agreement.
6) The
privilege of subscribing for the Securities is extended to you only on behalf
of
the Underwriters, if any, as may lawfully sell the Securities to dealers in
your
state or other jurisdiction.
7) (a) Any
Securities purchased by you under the terms of this Agreement may be immediately
reoffered to the public in accordance with the terms of offering thereof set
forth herein and in the Prospectus, subject to the securities or Blue sky laws
of the various states or other jurisdictions.
(b) You
agree
to pay us on demand for the accounts of the several Underwriters an amount
equal
to the Selected Dealer concession as to any shares of Stock purchased by you
hereunder which, prior to the termination of this paragraph, we may purchase
or
contract to purchase for the account of any Underwriter 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. Any Securities delivered on such
repurchases need not be the identical shares originally purchased.
(c) You
agree
to advise us from time to time, upon request, 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 shares shall be needed to make delivery of
the
Securities sold or over-allotted for the amount of one or more of the
Underwriters, you will, forthwith upon our request, grant to us for the account
or accounts of such Underwriter or Underwriters 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 or such part thereof
as
we shall determine, such number of Securities owned by you as shall have been
specified in our request.
(d) No
expenses shall be charged to Selected Dealers. A single transfer tax, if
payable, upon the sale of the Securities by the respective Underwriters to
you
will be paid when such Securities are delivered to you. However, you shall
pay
any transfer tax on sales of Securities by you and you shall pay your
proportionate share of any transfer tax (other than the single transfer tax
described above) in the event that any such tax shall from time to time be
assessed against you and other Selected Dealers as a group or
otherwise.
(e) Neither
you nor any other person is or has been authorized to give any information
or to
make any representation in connection with the sale of the Securities other
than
as contained in the Prospectus.
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8) The
first
three paragraphs of Section 7 hereof will terminate when we shall have
determined that the public offering of the Securities has been completed and
upon notice of such termination to you by confirmed facsimile transmission
or
email, receipted overnight courier or delivery to you at the address indicated
in this letter, but if not theretofore terminated, they will terminate at the
close of business on the 45th
calendar
day after the date hereof; provided, however, that we shall have the right
to
extend such provisions for a further period or periods, not exceeding 45
calendar days in the aggregate, upon delivery of notice to you via confirmed
facsimile, email, overnight courier or delivery to you at the address indicated
in this letter.
9) (a) For
the
purpose of stabilizing the market in the Securities, we have been authorized
(i)
to make purchases and sales of the common stock and any other securities of
the
Company in the open market or otherwise, for long or short account; (ii) in
arranging for sales of the Securities, to over-a lot; and (iii) to cover any
short position or liquidate any long position incurred in connection with such
stabilization.
(b) Except
as
permitted by us, you will not, at any time prior to the completion of
distribution of the Securities pursuant to this Agreement, bid for, purchase,
sell or attempt to induce others to purchase or sell, directly or indirectly,
any common stock of the Company or any security of the same class and series,
or
any right to purchase any such security other than (A) as provided for in this
Agreement, the Agreement Among Underwriters or the Underwriting Agreement
relating to the Securities or (B) purchases or sales by you of any class or
series of common stock as broker on unsolicited orders for the account of
others.
(c) You
further agree at all time to comply with the provisions of Regulation M of
the
Securities and Exchange Commission applicable to this offering.
10) (a) On
becoming a Selected Dealer, and in offering and selling the Securities, you
agree to comply with all the applicable requirements of the Securities Act
of
1933, as amended (the "1933 Act"), and the 1934 Act. You confirm that you are
familiar with Rule 15c2-8 under the 1934 Act relating to the distribution of
preliminary and final prospectuses for securities of an issuer (whether or
not
the issuer is subject to the reporting requirements of Section 13 or 15(d)
of
the ▇▇▇▇ ▇▇▇) and confirm that you have complied and will comply
therewith.
(b) We
hereby
confirm that we will make available to you such number of copies of the
Prospectus (as amended or supplemented) as you may reasonably request for the
purposes contemplated by the 1933 Act or the 1934 Act, or the rules and
regulations thereunder.
11) Upon
request, you will be informed as to the states and other jurisdictions under
the
respective securities or Blue Sky laws of which we have been advised that the
Securities are qualified for sale or is exempt from such qualification, but
neither we nor any of the Underwriters assume any obligation or responsibility
as to the right of any Selected Dealer to sell the Securities in any state
or
other jurisdiction or as to the eligibility of the Securities for sale
therein.
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12) No
Selected Dealer is authorized to act as our agent or as agent for the
Underwriters, or otherwise to act on our behalf or on behalf of the
Underwriters, in offering or selling the Securities to the public or otherwise
or to furnish any information or make any representation except as contained
in
the Prospectus.
13) Nothing
will constitute the Selected Dealers an association or other separate entity
or
partners with the Underwriters, with us, or with each other, but you will be
responsible for your proportionate share of any tax, liability or expense based
on any claim to the contrary. We and the several Underwriters shall not be
under
any liability for or in respect of the value of the Securities or the validity
or form thereof, or for or in respect of the delivery of the Securities, or
for
the performance by anyone of any agreement on its part, or for the qualification
of the Securities for sale under the laws of any jurisdiction or its exemption
from such qualification, or for or in respect of any other matter relating
to
this Agreement, except for lack of good faith and for obligations expressly
assumed by us or by the Underwriters in this Agreement; and no obligation on
our
part shall be implied herefrom. The foregoing provisions shall not be deemed
a
waiver of any liability imposed under the 1933 Act.
14) Payment
for the Securities sold to you hereunder is to be made at the Public Offering
Price less the above-mentioned selling concession at such time and on such
date
as we may advise, at the office of I-Bankers Securities Incorporated, ▇▇▇ ▇.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, by certified or official
bank check in New York Clearing House funds, payable to the order of I-Bankers
Securities Incorporated, as Representative, against delivery of the Securities.
If you are a member of, or clear through a member of, The Depository Trust
Company ("DTC"), we may in our discretion, deliver your stock through the
facilities of DTC.
15) Notices
to us should be addressed and mailed or delivered to us at the offices set
forth
in Section 5 of this Agreement. Notices to you shall be deemed to have been
duly
given if by confirmed facsimile transmission or email, receipted overnight
courier or if delivered to you at the address indicated in this
letter.
16) This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Florida, without giving effect to the choice of law or conflicts of
laws principles thereof.
17) If
you
desire to purchase any shares of the Securities, please confirm your application
by completing, signing and immediately returning to us the subscription letter
enclosed herewith by facsimile, email or overnight courier.
18) Signatures
hereon may be by facsimile.
[SIGNATURE
PAGE TO FOLLOW]
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5 of 7
I-BANKERS
SECURITIES INCORPORATED
As
Representative of the Several Underwriters
By:
Name:
Title:
NEWBRIDGE
SECURITIES CORP.
As
Representative of the Several Underwriters
By:
Name:
Title:
WESTMINSTER
SECURITIES CORP.
As
Representative of the Several Underwriters
By:
Name:
Title:
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6 of 7
SELECTED
DEALERS SUBSCRIPTION
| To: |
I-Bankers
Securities Incorporated
|
Newbridge
Securities Corporation
Westminster
Securities Corp.
|
As
Representatives of the several Underwriters
|
c/o
I-Bankers Securities Incorporated
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The
undersigned accepts membership in the Selected Dealers pursuant to the terms
and
conditions set forth in the Selected Dealers Agreement dated ______, 2006.
Accepted
this _____ day of ________________ 2006.
__________________________________
[Name
of
Selected Dealer]
__________________________________
[Signature
of Authorized Officer]
__________________________________
[Print
Name of Authorized Officer]
__________________________________
[Title]
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