EXHIBIT 1.2
▇▇▇▇▇▇ ▇▇▇▇▇ SECURITIES, INC.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ CAPITAL PARTNERS, LLC
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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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 8,000,000 Units* of Confluence Acquisition Partners I, Inc. ("Company"),
as more fully described in the Preliminary Prospectus, dated October ____, 2005,
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: $6.00 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.
Delivery and Payment: Delivery of the Units shall be made on or about ________, 2005 or
such later date as we may advise on not less than one day's notice
to you, at the office of ▇▇▇▇▇▇ ▇▇▇▇▇ Securities, Inc., ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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
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* Plus the over-allotment option available to the Underwriters to purchase up to
an additional 1,200,000 units.
less the dealers' selling concession stated above, by a certified or
official bank check in New York Clearing House Funds or by wire per
written instructions provided to you payable to the order of ▇▇▇▇▇▇
▇▇▇▇▇ Securities, Inc.
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.
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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 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 2790 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 any of the several Underwriters 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. The Representatives, and ▇▇▇▇▇▇ ▇▇▇▇▇ Securities, Inc. as manager of
the Selected Dealers, 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, neither we, acting as Representatives, nor any of
the Underwriters, shall be under any 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 lack 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, then we elect to be excluded from the application of Subchapter K,
Chapter 1, Subtitle A of the Internal Revenue Code of 1986, as amended, and we
agree not to take any position inconsistent with such selection. We authorize
you, in your discretion, to execute and file on our behalf such evidence of such
election as may be required by the Internal Revenue Service.
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13. All communications from you shall be addressed to ▇▇▇▇▇▇ ▇▇▇▇▇
Securities, Inc., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ [with a copy to ▇▇▇▇ Capital Partners,
LLC, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇
Schimmerlpfennig.] 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,
▇▇▇▇▇▇ ▇▇▇▇▇ SECURITIES, INC.
By:
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Title: Chief Executive Officer
▇▇▇▇ CAPITAL PARTNERS, LLC
By:
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Name:
Title:
We accept membership in the Selected Dealers on the terms specified
above.
Dated: , 2005
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(Selected Dealer)
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By:
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Name:
Title:
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