Exhibit 1.1
Form of Selling Agent Agreement
XXXXXXXX.XXX
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 Xxxxxx
(000) 000-0000
SELLING AGENT AGREEMENT
_______________, 1999
Gentlemen:
We are offering for sale 1,000,000 Shares of common stock of
Xxxxxxxx.xxx, a Nevada corporation (the "Company"), on a "best efforts, all or
none" basis. The Shares and the terms upon which they are to be offered for sale
are more particularly described in the enclosed Prospectus. We invite your
participation, as Selling Agent, on the terms and conditions stated herein.
1. OFFERING PRICE. The Shares are to be offered to the public at the
price of $______ per Share (hereinafter called the "Public Offering Price") and
shall not be directly or indirectly offered or sold to the public by Selling
Agents at any other price during the period this Agreement is in effect.
2. SELLING AGENTS. Members of the National Association of Securities
Dealers, Inc. (the "NASD") who shall agree to offer Shares hereunder (herein
referred to as "Selling Agents") will be allowed a commission of ten percent
(10%) of the total sales price (i.e., $_____ per Share) and payable as
hereinafter provided. No commission shall be earned or paid unless the Shares
are sold on or before _______________________, which date may be extended for an
additional _____________ by the Company.
3. SUBSCRIPTIONS. 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 allotted to you will be confirmed, subject to
the terms and conditions of this Agreement. Payments for Shares sold by you are
to be made by check or money order only and shall be made payable to
Xxxxxxxx.xxx. In respect to all Shares sold by you pursuant hereto, you will
promptly transmit (by noon of the next business day following receipt) to us all
checks and money orders received in payment in the full amount of the Public
Offering Price for the number of Shares purchased, without deduction for any
commission, in compliance with Rule 15c2-4 under the Securities Exchange Act of
1934 (the "1934 Act"). YOUR TRANSMITTAL LETTER ACCOMPANYING CHECKS OR MONEY
ORDERS TO US SHALL SET FORTH THE NAMES AND ADDRESSES, TOGETHER WITH SOCIAL
SECURITY OR APPROPRIATE TAX I.D. NUMBERS, OF THE PURCHASERS WITH THE NUMBER OF
SHARES PURCHASED.
NO COMMISSIONS SHALL BE PAYABLE, AND ALL SUBSCRIPTIONS ARE SUBJECT TO
REJECTION, UNLESS AND UNTIL THE SELLING AGENT HAS COMPLIED WITH THE ABOVE
UNDERLINED PROVISION.
Each sale shall be contingent upon the sale of the Shares being sold on
or before _________________ (which date may be extended for ___________ by the
Company), and upon the acceptance of such sale by the undersigned. In the event
any order submitted by you is not accepted, we will return all funds paid by the
subscriber. Payment of the selling commissions in respect of each such sale will
be made to the Selling Agent by us when and only upon the acceptance of such
sale by us. The offering is made subject to the issuance and delivery of the
Shares, to the approval of legal matters by counsel, and to the terms and
conditions herein set forth.
If an order is rejected or if a payment is received which proves
insufficient or worthless, any compensation paid to the Selling Agent shall be
returned by the Selling Agent's remittances in cash.
4. OFFERING TO PUBLIC. Shares sold to the public by dealers shall be
sold by the Selling Agents as agents for the Company. 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 the Shares other than as
contained in the Prospectus. The Selling Agent will not sell the Shares pursuant
to this Agreement unless the Prospectus is furnished to the purchaser at least
forty-eight (48) hours prior to the mailing of the confirmation of sale, or is
sent to such person under such circumstances that it would be received by him
forty-eight (48) hours prior to his receipt of a confirmation of the sale. The
Selling Agent understands that during the ninety (90)-day period after the first
date upon which the Shares of the Company are bona fide offered to the public,
all Selling Agents effecting transactions in the Company's securities shall be
required to deliver the Company's current Prospectus to any purchasers thereof
prior to or concurrent with the receipt of the confirmation of sale. Additional
copies of the then current Prospectus will be supplied by the Company in
reasonable quantities upon request. No Selling Agent is authorized to act as an
agent for the Company except in offering the Shares to the public pursuant to
this Agreement.
5. COMPLIANCE WITH SECURITIES LAWS. Upon becoming a Selling Agent, and
in offering and selling the Shares, you agree to comply with all applicable
requirements of the Securities Act of 1933, as amended (the "1933 Act"), the
1934 Act, any applicable state securities or "Blue Sky" laws, and the Conduct
Rules of the NASD, including, but not limited to, IM-2110-1 "Free-Riding and
Withholding". Upon application, you will be informed as to the states in which
we have been advised by counsel to the Company that the Shares have been
qualified for sale under the respective securities or Blue Sky laws of such
states, but we assume no obligation or responsibility as to the right of any
Selling Agent to sell the Shares in any state, or as to any sale therein.
By acceptance of this Agreement, you represent that you are a member in
good standing of the NASD.
By acceptance of this Agreement, each Selling Agent has assumed full
responsibility for thorough and prior training of its representatives concerning
the selling methods to be used in connection with the offer and sale of the
Shares, giving special emphasis to the NASD's principles of full and fair
disclosure to prospective investors, suitability standards, and the prohibitions
against "Free-Riding and Withholding."
Each Selling Agent agrees to indemnify and hold harmless the Company
and the other Selling Agents against and from any liability, loss, damage, or
expense arising out of any failure by the Selling Agent to comply with the 1933
Act, the 1934 Act, applicable securities laws of any state, the rules and
regulations of the Securities and Exchange Commission, or the Rules of Fair
Practice of the NASD, due to any act or omission by the Selling Agent.
6. PROSPECTUS AND OFFERING. The Registration Statement on Form SB-1
(File No. 333- _______) with respect to the subject Shares was declared
effective on __________, 1999. By signing this Agreement, each Selling Agent
acknowledges receipt of a copy of the Prospectus included in said Registration
Statement. Additional copies of the Prospectus will be supplied to you in
reasonable quantities upon request.
7. LIABILITY. Nothing will constitute the Selling Agent an association
or other separate entity or partners with us or with each other, but you will be
responsible for your share of any liability or expense based on any claim to the
contrary. We will not be under any liability for or in respect of any matter
connected with this Agreement, except for lack of good faith obligations
expressly assumed by us in this Agreement, and any liability due to our act or
omission arising under the 1933 Act.
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8. TERMINATION. This Agreement shall terminate ___________________
(which date may be extended for ____________ by the Company), or by either party
giving notice of termination to the other at any time, but such termination
shall not affect your obligation to comply with the requirements of this
Agreement or your right to commissions on orders confirmed by us prior thereto.
9. NUMBER OF SHARES PURCHASED. You agree, upon our request, at any time
prior to the termination of this Agreement, to report to us the number of Shares
purchased by your customers. Your Share allocation is subject to reduction at
any time prior to sale confirmations and funds therefor being received by us.
10. NOTICES. Notice to us should be addressed to us at our office: 0000
Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 Canada, with a copy
to Xxx X. Xxxxxxxxx, Esq., Xxxx Xxxx Xxxx Xxxxxxxxxx & Xxxxxxxxx, P.C., 000
Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000. Notices to you shall be
deemed to have been duly given if telegraphed, mailed, or delivered to you at
the address set forth by you in this Agreement, or if given verbally and
confirmed in writing.
11. CONFIRMATION. If you desire to participate in the offering of the
Shares as hereinbefore set forth, please sign the acceptance below and provide
the pertinent information requested.
Very truly yours,
XXXXXXXX.XXX
By:__________________________________________
Xxx Xxxxxx, President
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Accepted on: __________________________________________
Firm Name: __________________________________________
By: __________________________________________
Position: __________________________________________
Address: __________________________________________
__________________________________________
Telephone Number: __________________________________________
IRS I.D. Number: __________________________________________
Share Allocation: __________________________________________
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