EXHIBIT 1.2
LAZARD CAPITAL MARKETS LLC LADENBURG XXXXXXXX & CO. INC.
00 Xxxxxxxxxxx Xxxxx 000 Xxxx 00xx Xxxxxx
XXX XXXX, XXX XXXX 00000 00XX XXXXX
XXX XXXX, XXX XXXX 00000
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SELECTED DEALERS AGREEMENT
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Dear Sirs:
1. Registration under the Securities Act of 1933, as amended
("ACT"), of the 9,000,000 Units* of Media & Entertainment Holdings, Inc.
("COMPANY"), as more fully described in the Preliminary Prospectus, dated
________________, 2006, and in the final prospectus ("PROSPECTUS") which will be
forwarded to you, will become effective in the near future. We, as the
Underwriters, are offering certain of the Units for purchase by a selected group
of dealers ("SELECTED DEALERS") on the terms and conditions stated herein.
Authorized Public Offering Price: $8.00 per Unit.
Dealers' Selling Concession: Not to exceed $0.__ per Unit payable upon
termination of this Agreement, except as
provided below. We reserve the right not to
pay such concession on any of the Units
purchased by any of the Selected Dealers
from us and repurchased by us at or below
the price stated above prior to such
termination.
Reallowance: You may reallow not in excess of $0.__ per
Unit as a selling concession to dealers who
are members in good standing of the National
Association of Securities Dealers, Inc.
("NASD") or to foreign dealers who are not
eligible for membership in the NASD and who
have agreed (i) not to sell the Units within
the United States of America, its
territories or possessions or to persons who
are citizens thereof or residents therein,
and (ii) to abide by the applicable Conduct
Rules of the NASD.
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* Plus the over-allotment option available to the Underwriters to purchase up to
an additional 1,350,000 Units.
Delivery and Payment: Delivery of the Units shall be made on or
about ___________, 2006 or such later date
as we may advise on not less than one day's
notice to you, at the office of Lazard
Capital Markets LLC, 00 Xxxxxxxxxxx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, or at the office
of Ladenburg Xxxxxxxx & Co. Inc., 000
Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000, or at such other place as we
shall specify on not less than one day's
notice to you. Payment for the Units is to
be made, against delivery, at the authorized
public offering price stated above, or, if
we shall so advise you, at the authorized
public offering price less the dealers'
selling concession stated above, by a
certified or official bank check in New York
Clearing House Funds payable to the order of
Lazard Capital Markets LLC.
Termination: This Agreement shall terminate at the close
of business on the 45th day following the
effective date of the Registration Statement
(of which the enclosed Prospectus forms a
part), unless extended at our discretion for
a period or periods not to exceed in the
aggregate 30 additional days. We may
terminate this Agreement, whether or not
extended, at any time without notice.
2. Any of the Units purchased by you hereunder are to be offered by
you to the public at the public offering price, except as herein otherwise
provided and except that a reallowance from such public offering price not in
excess of the amount set forth on the first page of this Agreement may be
allowed as consideration for services rendered in distribution to dealers that
(a) are actually engaged in the investment banking or securities business; (b)
execute the written agreement prescribed by Rule 2740 of the NASD Conduct Rules;
and (c) are either members in good standing of the NASD or foreign banks,
dealers or institutions not eligible for membership in the NASD that represent
to you that they will promptly reoffer such Units at the public offering price
and will abide by the conditions with respect to foreign banks, dealers and
institutions set forth in paragraph 9 below.
3. You, by becoming a member of the Selected Dealers, agree (a)
upon effectiveness of the Registration Statement and your receipt of the
Prospectus, to take up and pay for the number of Units allotted and confirmed to
you, (b) not to use any of the Units to reduce or cover any short position you
may have and (c) to make available a copy of the Prospectus to all persons who
on your behalf will solicit orders for the Units prior to the making of such
solicitations by such persons. You are not authorized to give any information or
to make any representations other than those contained in the Prospectus or any
supplements or amendments thereto.
4. As contemplated by Rule 15c2-8 under the Securities Exchange Act
of 1934, as amended, we agree to mail a copy of the Prospectus to any person
making a written request therefor during the period referred to in the rules and
regulations adopted under such Act, the mailing to be made to the address given
in the request. You confirm that you have delivered all preliminary prospectuses
and revised preliminary prospectuses, if any, required to be delivered under the
provisions of Rule 15c2-8 and agree to deliver all copies of the Prospectus
required to
be delivered thereunder. We have heretofore delivered to you such preliminary
prospectuses as have been required by you, receipt of which is hereby
acknowledged, and will deliver such further prospectuses as may be requested by
you.
5. You agree that until termination of this Agreement you will not
make purchases or sales of the Units except (a) pursuant to this Agreement, (b)
pursuant to authorization received from us, or (c) in the ordinary course of
business as broker or agent for a customer pursuant to any unsolicited order.
6. Additional copies of the Prospectus and any supplements or
amendments thereto shall be supplied in reasonable quantity upon request.
7. The Units are offered by us for delivery when, as and if sold
to, and accepted by, us and subject to the terms herein and in the Prospectus or
any supplements or amendments thereto, to our right to vary the concessions and
terms of offering after their release for public sale, to approval of counsel as
to legal matters and to withdrawal, cancellation or modification of the offer
without notice.
8. Upon written application to us, you shall be informed as to the
jurisdictions under the securities or blue sky laws of which we believe the
Units are eligible for sale, but we assume no responsibility as to such
eligibility or the right of any member of the Selected Dealers to sell any of
the Units in any jurisdiction. We acknowledge that you have advised us that
sales of the Company's securities cannot be made from the state of New Jersey.
You represent to us that all sales by you of the Company's securities will be
made by your offices outside the state of New Jersey. We have caused to be filed
a Further State Notice relating to such of the Units to be offered to the public
in New York in the form required by, and pursuant to, the provisions of Article
23A of the General Business Law of the State of New York. Upon the completion of
the public offering contemplated herein, each member of the Selected Dealers
agrees to promptly furnish to us, upon our request, territorial distribution
reports setting forth each jurisdiction in which sales of the Units were made by
such member, the number of Units sold in such jurisdiction, and any further
information as we may request, in order to permit us to file on a timely basis
any report that we as the Underwriters of the offering or manager of the
Selected Dealers may be required to file pursuant to the securities or blue sky
laws of any jurisdiction.
9. You, by becoming a member of the Selected Dealers, represent
that you are actually engaged in the investment banking or securities business
and that you are (a) a member in good standing of the NASD and will comply with
NASD Conduct Rule 2740, or (b) a foreign dealer or institution that is not
eligible for membership in the NASD and that has agreed (i) not to sell Units
within the United States of America, its territories or possessions or to
persons who are citizens thereof or residents therein; (ii) that any and all
sales shall be in compliance with Rule 2970 of the NASD's Conduct Rules; (iii)
to comply, as though it were a member of the NASD, with Rules 2730, 2740 and
2750 of the NASD's Conduct Rules, and to comply with Rule 2420 thereof as that
Rule applies to a non-member broker or dealer in a foreign country.
10. Nothing herein shall constitute any members of the Selected
Dealers partners with us or with each other, but you agree, notwithstanding any
prior settlement of accounts or termination of this Agreement, to bear your
proper proportion of any tax or other liability based
upon the claim that the Selected Dealers constitute a partnership, association,
unincorporated business or other separate entity and a like share of any
expenses of resisting any such claim.
11. Lazard Capital Markets LLC and Ladenburg Xxxxxxxx & Co. Inc.
shall be the Co-Managing Underwriters of the offering and managers of the
Selected Dealers and shall have full authority to take such action as we may
deem advisable in respect of all matters pertaining to the offering or the
Selected Dealers or any members of them. Except as expressly stated herein, or
as may arise under the Act, we shall be under no liability to any member of the
Selected Dealers as such for, or in respect of (i) the validity or value of the
Units (ii) the form of, or the statements contained in, the Prospectus, the
Registration Statement of which the Prospectus forms a part, any supplements or
amendments to the Prospectus or such Registration Statement, any preliminary
prospectus, any instruments executed by, or obtained or any supplemental sales
data or other letters from, the Company, or others, (iii) the form or validity
of the Underwriting Agreement or this Agreement, (iv) the eligibility of any of
the Units for sale under the laws of any jurisdiction, (v) the delivery of the
Units, (vi) the performance by the Company, or others of any agreement on its or
their part, or (vii) any matter in connection with any of the foregoing, except
our own want of good faith.
12. If for federal income tax purposes the Selected Dealers, among
themselves or with the Underwriters, should be deemed to constitute a
partnership, each party will elect to be excluded from the application of
Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986, as
amended, and agrees not to take any position inconsistent with such selection.
Each party authorizes the other to execute and file evidence of such election as
may be required by the Internal Revenue Service.
13. All communications from you shall be addressed to Lazard Capital
Markets LLC at 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx
Xxxxx and to Ladenburg Xxxxxxxx & Co. Inc. at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, Attention: Xxxxx X. Xxxx. Any notice from us to you shall be
deemed to have been fully authorized by the Underwriters and to have been duly
given if mailed, telegraphed or sent by confirmed facsimile transmittal to you
at the address to which this letter is mailed. This Agreement shall be construed
in accordance with the laws of the State of New York without giving effect to
conflict of laws. Time is of the essence in this Agreement.
If you desire to become a member of the Selected Dealers, please advise
us to that effect immediately by facsimile transmission and sign and return to
us the enclosed counterpart of this letter.
Very truly yours,
LAZARD CAPITAL MARKETS LLC
_______________________________
By:
Title:
LADENBURG XXXXXXXX & CO. INC.
_______________________________
By:
Title:
We accept membership in the Selected Dealers on the terms specified
above.
Dated: _____________, 2006
[SELECTED DEALER]
_______________________________
By:
Title:
