RODMAN & RENSHAW, LLC SELECTED DEALERS AGREEMENT
EXHIBIT
1.2
▇▇▇▇▇▇
& ▇▇▇▇▇▇▇, LLC
1270
Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Dear
Sirs:
1. Registration
under the Securities Act of 1933, as amended (the “Act”),
of
the 12,500,000 Units* of Phoenix India Acquisition Corp. (the “Company”),
as
more fully described in the Preliminary Prospectus, dated _________, 2005
and in
the final prospectus (the “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 (the “Selected
Dealers”)
on the
terms and conditions stated herein.
*
Plus
the over-allotment option available to the Underwriters to purchase up to
an
additional 1,875,000 Units.
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Authorized
Public Offering Price:
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$8.00
per Unit.
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Dealers’
Selling Concession:
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Not
to exceed $ 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.
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Reallowance:
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You
may reallow not in excess of $ per Unit as a selling concession
to
dealers who are members in good standing of the National Association
of
Securities Dealers, Inc. (the “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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Delivery
and Payment:
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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 offices
of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLC, 1270 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 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 Clearing House Funds payable to the order
of ▇▇▇▇▇▇
& ▇▇▇▇▇▇▇, LLC
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Termination:
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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.
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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.
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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. We represent to you that all
sales
by us of the Company's securities will be made by our 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 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
Rule 2740 NASD’s Conduct Rules; 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 2110-01
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. ▇▇▇▇▇▇
& ▇▇▇▇▇▇▇, LLC shall be the Managing Underwriter of the offering and manager
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
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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, 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.
13. All
communications from you shall be addressed to ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLC at 1270
Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇. ▇▇▇▇▇ III, President.
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.
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Very
truly yours,
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▇▇▇▇▇▇
& ▇▇▇▇▇▇▇, LLC
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By:
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▇▇▇▇
▇. ▇▇▇▇▇ III
President
and Senior Managing Director
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Dated: ,
2005
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(Selected
Dealer)
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By:
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Name:
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Title:
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