EX 1.2
------------------------------------------------
SELECTED DEALERS AGREEMENT
------------------------------------------------
Dear Sirs:
1. Registration under the Securities Act of 1933, as
amended ("Act"), of the 10,000,000 Units* of Coconut Palm Acquisition Corp.
("Company"), as more fully described in the Preliminary Prospectus, dated
________________, and in the final prospectus ("Prospectus") which will be
forwarded to you, will become effective in the near future. ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co.
Inc. and EarlyBirdCapital, Inc., the representatives ("Representatives") of the
Underwriters named in the Prospectus ("Underwriters"), are severally 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.
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 ▇▇▇▇▇▇ ▇▇▇▇▇▇
& Co. 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 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co. 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.
3. You, by becoming a member of the Selected Dealers, agree
(a) upon effectiveness
----------
* Plus the over-allotment option available to the Underwriters to purchase up to
an additional 1,500,000 Units.
1
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. You acknowledge that we have advised you 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 2110-01 of the NASD's Conduct
2
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. ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co. Inc. and EarlyBirdCapital, Inc.
shall be the Representatives of the 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 ▇▇▇▇▇▇
▇▇▇▇▇▇ & Co. Inc. at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Managing Director, and to EarlyBirdCapital, Inc.
at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, Chairman. 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.
[Signature page to follow]
3
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,
▇▇▇▇▇▇ ▇▇▇▇▇▇ & CO. INC.
By:________________________________
EARLYBIRDCAPITAL, INC.
By:________________________________
We accept membership in the Selected Dealers on the terms
specified above.
Dated: ___________ __, 2005
(Selected Dealer)
__________________________________________
By:_______________________________________
Name:
Title: