LADENBURG THALMANN & CO. INC. 49TH FLOOR NEW YORK, NEW YORK 10022 SELECTED DEALERS AGREEMENT
LADENBURG
▇▇▇▇▇▇▇▇ & CO. INC.
▇▇▇
▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇
▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
________________________________________________
________________________________________________
Dear
Sirs:
1.
Registration under the Securities Act
of 1933, as amended (“Act”), of the 7,500,000 Units* of
Capital TEN Acquisition Corp. (“Company”), as more fully described in the
Preliminary Prospectus, dated ______________, 2008, 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.
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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 $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.
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Reallowance:
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You
may reallow not in excess of $0.__ per Unit as a selling concession
to
dealers who are members in good standing of the Financial Industry
Regulatory Authority (“FINRA”) or to foreign dealers who are not eligible
for membership in the FINRA 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
FINRA.
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* Plus
the
over-allotment option available to the Underwriters to purchase up to an
additional 1,125,000 Units.
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Delivery
and Payment:
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Delivery
of the Units shall be made on or about ________, 2008 or such later
date
as we may advise on not less than one day’s notice to you, at the office
of Ladenburg ▇▇▇▇▇▇▇▇ & 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 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 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc.
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Termination:
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This
Agreement shall terminate at the close of business on the 30th
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 FINRA Conduct Rules; and (c) are either members in good
standing of the FINRA or foreign banks, dealers or institutions not eligible
for
membership in the FINRA 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.
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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 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 FINRA and will comply with all applicable rules of the FINRA, including
but
not limited to FINRA Conduct Rule 2740, or (b) a foreign dealer or institution
that is not eligible for membership in the FINRA 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 FINRA’s Conduct Rules;
(iii) to comply, as though it were a member of the FINRA, with Rules 2730,
2740
and 2750 of the FINRA’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 FINRA) nor, to
your knowledge, any "related person" (as defined by the FINRA 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 FINRA pursuant to its Interpretation Relating
to
Review of Corporate Financing.
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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.
Ladenburg ▇▇▇▇▇▇▇▇ & Co. 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 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. at ▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇,
▇▇▇▇
▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇. ▇▇▇▇. 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,
LADENBURG
▇▇▇▇▇▇▇▇ & CO. INC.
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| By: | ||
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We
accept
membership in the Selected Dealers on the terms specified above.
Dated:
___________ __, 2008
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By:
Name: Title: |
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