EARLYBIRDCAPITAL, INC. SUITE 1203 NEW YORK, NEW YORK 10016 SELECTED DEALERS AGREEMENT
EARLYBIRDCAPITAL,
INC.
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇
▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
________________________________________________
________________________________________________
Dear
Sirs:
1. Registration
under the Securities Act of 1933, as amended (“Act”), of the 6,000,000 Units*
of
East
India Company Acquisition Corp. (“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:
|
$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.
|
_____________________
* Plus the over-allotment option available to
the Underwriters to purchase up to an additional 900,000 Units.
1
|
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
EarlyBirdCapital, 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 wire
transfer in Federal (same day) funds or by
certified or official bank check in New York Clearing House Funds
payable
to the order of EarlyBirdCapital, 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. We
may be authorized to over-allot in arranging sales to Selected Dealers, to
purchase and sell Units, and to stabilize or maintain the market price of the
Units. You agree to advise us at any time and from time to time upon our
request, prior to the termination of this Agreement, of the number of Units
purchased by you remaining unsold by you, and you will, upon our request at
any
such time, sell to us, for our account or the account of one or more of the
Underwriters, such amount of such unsold Units as we may designate, at the
public offering price thereof less an amount to be determined by us not in
excess of the concession to dealers. In the event that prior to the later of
(i)
the termination of this Agreement or (ii) the covering by us of any short
position created by us in connection with the offering of the Units, for our
account or the account of one or more Underwriters, we purchase or contract
to
purchase for our account or the account of any of the Underwriters, in the
open
market or otherwise, any Units theretofore delivered to you, we reserve the
right to withhold the above-mentioned concession to dealers on such Units if
sold to you at the public offering price, or if such concession has been allowed
to you through your purchase at a net price, you agree to repay such concession
upon our demand, plus, in each case, any taxes on redelivery, commissions,
original issue discount, accrued interest and dividends paid in connection
with
such purchase or contract to purchase.
2
5. 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. You agree to keep an accurate record of your distribution
(including dates, number of copies and persons to whom sent) of copies of the
Prospectus or any preliminary prospectus (or any amendment or supplement to
any
thereof), and promptly upon request by us to bring all subsequent changes to
the
attention of anyone to whom such material shall have been furnished. You agree
to furnish to persons who receive a confirmation of sale a copy of the
Prospectus filed pursuant to Rule 424(b) or Rule 424(c) under the Securities
Act.
6. 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.
7. Additional
copies of the Prospectus and any supplements or amendments thereto shall be
supplied in reasonable quantity upon request.
8. 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.
9. 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 or Connecticut. 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 and Connecticut. 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.
10. 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 all applicable rules
of
the NASD, including but not limited to 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. You represent that neither you nor any of your directors,
officers, partners, or persons associated with you (as defined in the By-Laws
of
the NASD) nor, to your knowledge, any "related person" (as defined by the NASD
in its Interpretation Relating to Review of Corporate Financing, which term
includes counsel, financial consultants and advisors, finders, members of the
selling or distribution groups, and any other persons associated with or related
to any of the foregoing) or any other broker-dealer has had, within the last
twelve months, any dealings with the Company or any controlling shareholders
thereof (other than relating to this Agreement) as to which documents or
information are required to be filed with the NASD pursuant to its
Interpretation Relating to Review of Corporate Financing.
3
11. You
are not
authorized to act as agent for any Underwriter or the Company in offering the
Units to the public otherwise. Neither we not any Underwriter shall be under
any
obligation to you except as specifically set forth herein. 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.
12. EarlyBirdCapital,
Inc. 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 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.
13. 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.
14. All
communications from you shall be addressed to EarlyBirdCapital, Inc. at ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇,
Managing Director. 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.
4
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,
EARLYBIRDCAPITAL,
INC.
As
representative of the
Underwriters
By:________________________________
▇▇▇▇▇▇
▇▇▇▇▇▇
Managing
Director
We
accept membership in the Selected Dealers on
the terms specified above.
Dated:
___________ __, 2006
(Selected
Dealer)
__________________________________________
By:_______________________________________
Name:
Title:
5