SELECTED DEALERS AGREEMENT
PROFLIGHT MEDICAL RESPONSE, INC.
1,550,000 shares of Common Stock
and
1,550,000 Redeemable Common Stock Purchase Warrants
SELECTED DEALERS AGREEMENT
______ __, 1998
Dear Sirs:
First Liberty Investment Group, Inc., the underwriter (the
"Underwriter") named in the Prospectus dated _______ __, 1998, has agreed to
purchase, subject to the terms and conditions set forth in the Underwriting
Agreement referred to in the Prospectus, an aggregate of 1,550,000 shares of
common stock, par value $.001 per share (the "Common Stock"), and 1,550,000
redeemable common stock purchase warrants (the "Warrants") of Proflight Medical
Response, Inc. (the "Company"), and up to 232,500 additional shares of Common
Stock and 232,500 additional Warrants (the "Additional Securities"), pursuant to
an option for the purpose of covering over-allotments (said 1,550,000 shares of
Common Stock and 1,550,000 Warrants plus any of said 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 $4.00 per share of Common Stock and $.10 per Warrant (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 Rule 2740 of the NASD Conduct Rules, 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 Rules 2730 and 2750 of the NASD Conduct 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 share of Common Stock and $.___ per Warrant,
payable as hereinafter provided. 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 they 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 the
Underwriter, 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 shares of Common
Stock and the Warrants allotted to you will be confirmed, subject to the terms
and conditions of this Agreement.
5. The privilege of purchasing the shares of Common Stock and the
Warrants is extended to you by the Underwriter only if they may lawfully sell
the Securities to dealers in your state.
6. Any of the shares of Common Stock and Warrants 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 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 shares of Common Stock and Warrants 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.
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8. For the purpose of stabilizing the market in the Common Stock and
Warrants of the Company, 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 Underwriter, 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's
Conduct Rules.
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 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
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Common Stock and Warrants, or delivery of the certificates for the Common Stock
or Warrants, 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 ______ __, 1998, or such later date as we
may advise, by certified or official bank check payable to the order of First
Liberty Investment Group, 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 First
Liberty Investment Group, Inc., 000 Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx
00000. 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.
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: , 1998
FIRST LIBERTY INVESTMENT GROUP, INC.
By:_________________________________
Accepted and agreed:
as to shares of Common Stock
and Warrants this day
of , 1998.
By:__________________________________
