HCFP/BRENNER SECURITIES LLC 17th FLOOR NEW YORK, NEW YORK 10106 SELECTED DEALERS AGREEMENT
EXHIBIT
1.2
HCFP/▇▇▇▇▇▇▇
SECURITIES LLC
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▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
________________________________________________
________________________________________________
Dear
Sirs:
1. Registration
under the Securities Act of 1933, as amended (“Act”), of the 850,000 Series A
Units and 9,200,000 Series B Units*
of
Stoneleigh Partners 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.
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Authorized
Public Offering Price:
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$8.50
per Series A Unit
$10.10
per Series B Unit
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Dealers’
Selling Concession:
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Not
to exceed $0.__ per Series A Unit and $0.__ per Series B Unit payable
upon
termination of this Agreement, except as provided below. We reserve
the
right not to pay such concession on any of the Series A Units or
Series B
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 Series A Unit and $0.__ per
Series
B 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 Series A Units and Series B 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 Series A Units and Series B Units (collectively, 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 HCFP/▇▇▇▇▇▇▇
Securities LLC, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 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 HCFP/▇▇▇▇▇▇▇ Securities 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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Plus
the over-allotment option available to the Underwriters to
purchase up to
an additional 127,500
Series A units and/or 1,380,000 Series B units.
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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.
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.
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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 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 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.
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. HCFP/▇▇▇▇▇▇▇
Securities 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 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.
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13. All
communications from you shall be addressed to HCFP/▇▇▇▇▇▇▇ Securities LLC,
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, 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.
Very
truly yours,
HCFP/▇▇▇▇▇▇▇
SECURITIES LLC
By:________________________________
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▇▇▇▇▇▇▇▇▇
Vice
Chairman and Corporate Counsel
We
accept
membership in the Selected Dealers on the terms specified above.
Dated:
___________ __, 2006
(Selected
Dealer)
__________________________________________
By:_______________________________________
Name:
Title:
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