WORLDWIDE ENTERTAINMENT & SPORTS CORP.
__________ shares of Common Stock
SELECTED DEALERS AGREEMENT
__________, 1998
Dear Sirs:
Xxxx Investment Group, Inc. ("Xxxx") is the Underwriter named in the
Prospectus dated November __, 1998. The Underwriter has agreed to sell, on a
"best efforts" basis, and subject to the terms and conditions set forth in the
Underwriting Agreement referred to in the Prospectus, a minimum of _________ and
a maximum of __________ shares of common stock (the "Common Stock") so as to
generate gross proceeds to Worldwide Entertainment & Sports Corp. (the
"Company") of between $4,500,000 and $6,500,000. The Common Stock, and the terms
upon which they are to be offered for sale by the Underwriter, are more
particularly described in the Prospectus.
1. The Common Stock is to be offered to the public by the Underwriter at a
price of $ ___ per share of Common Stock (herein called the "Public
Offering Price") and in accordance with the terms of the offering set
forth in the Prospectus.
2. The Underwriter is offering, subject to the terms and conditions hereof,
a portion of the Common Stock for sale to certain dealers which are
members of the National Association of Securities Dealers, Inc. ("NASD")
and agree to comply with the provisions of NASD Conduct Rule 2740 of
such Association and to foreign dealers or institutions ineligible for
membership in said Association which agree (a) not to resell Securities
(i) to purchasers located in, or to persons who are nationals of, the
United States of America or (ii) when there is a public demand for the
Securities to persons specified as those to whom members of said
Association participating in a distribution may not sell and (b) to
comply, as though such foreign dealer or institution were a member of
such Association, with Rules 2730, 2740, 2420 (to the extent applicable
to foreign nonmember brokers or dealers) and Rule 2750 of such Rules
(such dealers and institutions agreeing to purchase Common Stock and/or
Warrants hereunder being hereinafter referred to as "Selected Dealers")
at the Public Offering Price less a selling concession of $ ___ per
share of Common Stock, payable as hereinafter provided, out of which
concession an amount not exceeding $ ___ per share of Common Stock may
be reallowed by Selected Dealers to members of the National Association
of Securities Dealers, Inc. or to foreign dealers or institutions
ineligible for membership therein which agree as aforesaid. The
Underwriters may be included among the Selected Dealers.
3. The Underwriter shall act as your representative under this Agreement
and shall have full authority to take such action as the Underwriter may
deem advisable in respect to all matters pertaining to the public
offering of the Common Stock.
4. If you desire to purchase any of the Common Stock, your application
should reach us promptly by telephone or facsimile at the office of the
Underwriter, and we will use our best efforts to fill the same. We
reserve the right to reject all subscriptions in whole or in part, to
make allotments and to close the subscription books at any time without
notice. The shares of Common Stock allotted to you will be confirmed,
subject to the terms and conditions of this Agreement.
5. The privilege of purchasing the shares of Common Stock is extended to
you by the Representative only if they may lawfully sell the Common
Stock to dealers in your state.
6. Any of the shares of Common Stock purchased by you under the terms of
this Agreement may be immediately reoffered to the public in accordance
with the terms of the offering set forth herein and in the Prospectus,
subject to the securities laws of the various states. Neither you nor
any other person is or has been authorized to give any information or to
make any representations in connection with the sale of the Common Stock
other than as contained in the Prospectus.
7. This Agreement will terminate when we shall have determined that the
public offering of the Common Stock has been completed and upon
telegraphic notice to you of such termination, but, if not previously
terminated, this Agreement will terminate at the close of business on
the 20th full business day after the date hereof; provided, however,
that we shall have the right to extend this Agreement for an additional
period or periods not exceeding 20 full business days in the aggregate
upon telegraphic notice to you. Promptly after the termination of this
Agreement there shall become payable to you the selling concession on
all shares of Common Stock which you shall have sold hereunder and which
shall not have been sold or contracted for (including certificates
issued upon transfer) by us, in the open market or otherwise (except
pursuant to Section 10 hereof), during the terms of this Agreement for
the account of the Underwriter.
8. For the purpose of stabilizing the market in the Common Stock of the
Company, we have been authorized to make purchases and sales thereof, in
the open market or otherwise.
9. You agree to advise us from time to time, upon request, prior to the
termination of this Agreement, of the number of Common Stock sold by you
hereunder and remaining unsold at the time of such request, and, if in
our opinion any such Common Stock shall be needed to make delivery of
the Common Stock sold for the account of the Underwriter, you will,
forthwith upon our request, grant to us, or such party as we determine
for, our account the right, exercisable promptly after receipt of notice
from you that such right has been granted, to purchase, at the Public
Offering Price less the selling concession as we shall determine,
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such number of shares of Common Stock owned by you as shall have been
specified in our request.
10. On becoming a Selected Dealer and in offering and selling the Common
Stock, you agree to comply with all applicable requirements of the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934
and the NASD Conduct Rules.
11. Upon application, you will be informed as to the jurisdictions in which
we have been advised that the Common Stock have been qualified for sale
under the respective securities or blue sky laws of such jurisdictions,
but we assume no obligation or responsibility as to the right of any
Selected Dealer to sell the Common Stock in any jurisdiction or as to
any sale therein.
12. Additional copies of the Prospectus will be supplied to you in
reasonable quantities upon request.
13. It is expected that public advertisement of the Common Stock will be
made on the first day after the effective date of the Registration
Statement. Twenty-four (24) hours after such advertisement shall have
appeared but not before, you will be free to advertise at your own
expense, over your own name, subject to any restrictions of local laws,
but your advertisement must conform in all respects to the requirements
of the Securities Act of 1933, as amended, and we will not be under any
obligation or liability in respect of your advertisement.
14. No Selected Dealer is authorized to act as our agent or to make any
representation as to the existence of an agency relationship otherwise
to act on our behalf in offering or selling the Common Stock to the
public or otherwise.
15. We shall not be under any liability for or in respect of the value,
validity or form of the certificates for the shares of Common Stock,
or delivery of the certificates for the Common Stock, or the
performance by anyone of any agreement on his part, or the
qualification of the Common Stock for sale under the laws of any
jurisdiction, or for or in respect of any matter connected with this
Agreement, except for lack of good faith and for obligations expressly
assumed by us in this Agreement. The foregoing provisions shall be
deemed a waiver of any liability imposed under the Securities Act
of 1933.
16. Payment for the Common Stock sold to you hereunder is to be made at the
Public Offering Price, less the above mentioned selling concession at
such time and date as we may advise, at the office of
________________________, by certified or official bank check payable to
the order of Xxxx Investment Group, Inc. in current New York Clearing
House funds at such place as we shall specify on one day's notice to you
against delivery of certificates for the Common Stock.
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17. Notice to us should be addressed to us at the office of Xxxx Investment
Group, Inc, 00 Xxxxxx Xxxx - 00xx Xxxxx, Xxx Xxxx, XX 00000. Notices to
you shall be deemed to have been duly given if faxed or mailed to you at
the address to which this letter is addressed.
18. If you desire to purchase any of the Common Stock, please confirm your
application by signing and returning to us your confirmation on the
duplicate copy of this letter enclosed herewith even though you have
previously advised us thereof by telephone or facsimile.
Dated: __________, 1998
Xxxx Investment Group, Inc.
By: _________________________________
Accepted and agreed:
this ____ day of , 1998.
By: __________________________________
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