Exhibit No. 1.2
TWINVIEW, INC.
SELECTED DEALERS AGREEMENT
Dear Sirs:
1. Twinview, Inc. (the "Company"), the issuer in the enclosed
Prospectus, has agreed to offer on a best-efforts basis, subject to the terms
and conditions of the Prospectus, 150,000 shares minimum and 350,000 shares
maximum of the Company's $0.0001 par value common stock (the "Shares"). The
Shares are more particularly described in the enclosed Prospectus, additional
copies of which will be supplied in reasonable quantities upon request.
2. The Company is offering a part of the Shares to Selected Dealers
as principal, including you, who are members of the National Association of
Securities Dealers, Inc. at a price of $1.00 per Share, from which a
concession of up to six percent (6%) or ($0.06) per share, may be paid. This
offering is made subject to the issuance and delivery of the Shares and their
acceptance by the Company, to the approval of legal matters by counsel and to
the terms and conditions as herein set forth, and may be made on the basis of
the reservation of Shares or an allotment against subscriptions and is not
joint but several. All purchases of Shares by you will be for your own
account or as an agent of the purchaser. You agree to reoffer all shares
purchased by you for your own account to the public on the terms and
conditions contained herein and in the Registration Statement. All Shares
which you may purchase as agent of a purchaser shall be sold to the purchaser
on the terms and conditions contained herein and in the Registration
Statement. You agree that you will not offer any of the Shares to any of your
partners, shareholders, officers or employees, or members of their families,
until orders from bona fide customers and investors are first satisfied.
3. We will advise you by written or telegraphic confirmation of the
method and terms of the offering. Acceptances of any reserved Shares received
at the office of Twinview, Inc., 000 Xxxx 000 Xxxxx, Xxxx Xxxx Xxxx, Xxxx
00000, after the time specified therefor in the written confirmation and any
application for additional Shares will be subject to rejection in whole or in
part. Subscription books may be closed by us at any time in our discretion
without notice and the right is reserved to reject any subscription in whole
or in part, but notification of allotments against and rejections of
subscriptions will be made as promptly as practicable.
4. You agree that upon sale of your allotment and receipt of payment
therefor, you will promptly transmit, within the meaning of Rule 15c2-4 of the
Securities and Exchange Commission promulgated pursuant to the Securities
Exchange Act of 1934, all proceeds from such sales to us.
5. The entire proceeds from the sale of the first 150,000 Shares in
the offering ("minimum escrow deposit") will be escrowed with the Brighton
Bank ("Escrow Agent"). If the minimum escrow deposit has not been deposited
with the Escrow Agent within ninety (90) days from the date of the Company's
definitive Prospectus (which period of time may be extended for up to an
additional thirty (30) days in the discretion of the Company), the full amount
paid will be refunded to the purchasers. No certificates evidencing the
Shares will be issued unless and until the minimum escrow deposit has been
deposited with the Escrow Agent and such funds have been delivered to the
Company. If the minimum escrow deposit is deposited within the time period
provided above, all amounts so deposited will be delivered to the Company. No
commissions will be paid by the Company or concessions allowed by the Company
unless and until the minimum escrow deposit has been deposited with the Escrow
Agent and such funds delivered to the Company.
6. Payment for any Shares which you shall sell hereunder shall be
made by you at the rate of $1.00 per Share payable to "Brighton Bank, Escrow
Agent." The concession shall be paid to you within two (2) days after
closing. Certificates for the securities shall be delivered as soon as
practicable after delivery instructions are received by the Company.
7. If an Order is rejected or if a payment is received which proves
insufficient or worthless, any compensation paid to the Selected Dealer shall
be returned either by the Selected Dealer's remittance in cash or by a charge
against the account of the Selected Dealer, as the Company may elect.
8. You are advised that a Registration Statement in respect to the
Shares, filed under the Securities Act of 1933, has become effective. Each
Selected Dealer in selling Shares pursuant hereto agrees that it will comply
with the applicable requirements of the Securities Act of 1933 and of the
Securities Exchange Act of 1934 and any applicable rules and regulations
issued under said Acts. No person is authorized by the Company to give any
information or to make any representations other than those contained in the
Prospectus in connection with the sale of the Shares. Nothing contained
herein shall render the Selected Dealers partners with the Company or with one
another or agents of the Company.
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9. Upon application to us, you will be informed as to the states in
which we have been advised by counsel the Shares have been qualified for sale
or are exempt under the respective securities or blue sky laws of such states,
but we have not assumed and will not assume any obligation or responsibility
as to the right of any Selected Dealer to sell Shares in any state.
10. The Company shall have full authority to take such action as we
may deem advisable in respect of all matters pertaining to the offering or
arising thereunder. The Company shall not be under any liability to you,
except such as may be incurred under the Securities Act of 1933 and the rules
and regulations thereunder, except for lack of good faith and except for
obligations assumed by us in this Agreement, and no obligation on our part
shall be implied or inferred herefrom.
11. The Company agrees to indemnify and to hold harmless the Selected
Dealers and each person, if any, who controls the Selected Dealers within the
meaning of Section 15 of the Securities Act of 1933, as amended, from and
against any and all losses, claims, damages, or liabilities to which the
Selected Dealers or controlling persons thereof may become subject under the
Act, or otherwise, insofar as such losses, claims, damages, or liabilities (
or actions in respect thereof) arise out of or are based upon any untrue
statement of material fact contained in the Registration Statement or
Prospectus or other documents filed with the Securities and Exchange
Commission, or arising out of or based upon any omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse the Selected Dealers or
controlling persons thereof for any legal or other expenses reasonably
incurred in connection with investigating or defending any such action or
claim; provided, however, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damages, or liability arises out
of or is based upon any untrue statement made in reliance upon information
furnished to the Company by the Selected Dealer in writing expressly for use
in the aforesaid Registration Statement, Prospectus, or other documents, Any
Selected Dealer shall, within ten (10) days after receiving written notice of
the commencement of any action against it or against any person controlling it
as aforesaid in respect of which indemnity may be sought from the Company,
notify the Company in writing of the commencement thereof. The omission of
the Selected Dealer so to notify the Company of any such action may relieve
the Company from any liability which it may have to the Selected Dealer or any
person controlling it as aforesaid on account of the foregoing indemnity. The
Company shall be entitled to participate in (and to the extent it shall wish,
to direct) the defense thereof at its own
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expense; but such defense shall be conducted by counsel of good standing
satisfactory to the Selected Dealer or the controlling persons thereof.
12. The Selected Dealer hereby agrees to indemnify and to hold
harmless the Company and each person, if any, who controls the Company, within
the meaning of Section 15 of the Securities Act of 1933, as amended (the
"Act"), from and against any and all losses, claims, damages, or liabilities,
joint or several, to which the Company may become subject under the Act, or
any other statute or at common law and to reimburse persons indemnified above
for any legal or other expense (including the cost of any investigation and
preparation) incurred by them in connection with any litigation, whether or
not resulting in any liability, but only insofar as such losses, claims,
damages, or liabilities arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or any amendment thereto or any application or other document filed
in any state or other jurisdiction in order to qualify the Stock under the
blue sky or securities laws thereof, or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, to the extent that such
information is supplied by the Selected Dealer to the Company for inclusion
therein, or are based upon alleged misrepresentations or omissions to state
material facts in connection with statements made by the Selected Dealer or
the Selected Dealer's salesmen orally or by other means, or the failure of a
Selected Dealer to deliver a Prospectus; and the Selected Dealer will
reimburse the Company for any legal or other expenses reasonably incurred in
connection with the investigation of or the defending of any such claim or
action. The Company shall, after receiving the first Summons or other legal
process disclosing the nature of the action being served upon the Company, in
any proceeding in respect of which indemnity may be sought by the Company
hereunder, promptly notify the Selected Dealer in writing of the commencement
thereof. In case any such litigation is brought against the Company, the
Company shall notify the Selected Dealer of the commencement thereof to the
extent the Selected Dealer shall be entitled to participate in (and, to the
extent the Selected Dealer shall wish, to direct) the defense thereof at the
Selected Dealer's own expense, but such defense shall be conducted by counsel
of good standing satisfactory to the Company. If the Selected Dealer shall
fail to provide such defense, the Company may defend such action at the
Selected Dealer's cost and expense. The Selected Dealer's obligation under
this paragraph shall survive the termination of this Agreement.
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13. The Company may over-allot in arranging for sales of the Shares
to the Selected Dealers and in the purchase and sale of Shares for long or
short account.
14. Selected Dealers will be governed by the conditions herein set
forth until this Agreement is terminated. This Agreement will terminate at
the close of business ninety (90) days after the date hereof (which period may
be extended for up to an additional thirty (30) days in the discretion of the
Company), and in our discretion may be terminated at any earlier time.
Notwithstanding the termination of this Agreement, you shall remain liable to
the extent provided by law for your proportionate amount of any claim, demand
or liability which may be asserted against you alone, or against you together
with other dealers selling Shares upon the terms hereof, or against us, based
upon the claim that the Selected Dealers, or any of them, constitute an
association, an unincorporated business or other separate entity.
15. It is understood that we assume no obligation or responsibility
with respect to the right of any Selected Dealer or other person to sell the
Shares in any jurisdiction, notwithstanding any information which we may
furnish as to the states under the blue sky or securities laws of which it is
believed the Shares may be sold.
16. Your attention is called to the following: (a) Article III,
Section 1 of the Rules of Fair Practice of the National Association of
Securities Dealers, Inc. and the interpretations of said Section promulgated
by the Board of Governors of such Association including the interpretation
with respect to "Free-Riding and Withholding;" (b) Section 10(b) of the
Securities Exchange Act of 1934 and Rule 10b-6 of the general rules and
regulations promulgated under said Act; (c) Securities Act Release #3907; (d)
Securities Act Release #4150; and (e) Section 15(c) of the Securities Exchange
Act of 1934 and Rule 15c2-4 of the general rules and regulations promulgated
under said Act. You, by signing this Agreement, acknowledge that you are
familiar with the cited law, rules and releases, and agree that you will not
directly and/or indirectly violate any provisions of applicable law in
connection with your participation in the distribution of the Shares.
17. By accepting this Agreement, the Selected Dealer has assumed full
responsibility for thorough and proper training of its representatives in all
features of and concerning the selling methods to be used in connection with
the offer and sale of the Shares, giving special emphasis to the principles of
full and fair
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disclosure to prospective investors, suitability, and the prohibitions against
"Free-Riding and Withholding."
18. In the event that you agree to offer Shares in accordance with
the terms hereof, kindly confirm such agreement by completing and signing the
form provided for that purpose on the enclosed duplicate hereof and returning
it to us promptly.
19. All communications from you should be addressed to us at the
office of Twinview, Inc., 000 Xxxx 000 Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000.
Any notice from us to you shall be deemed to have been duly given if mailed or
telegraphed to you at the address to which this letter is mailed.
20. This Agreement may not be assigned by the Selected Dealer without
the Company's consent. This Agreement will terminate upon the termination of
the offering, except that either party may terminate this Agreement at any
time by giving written notice to the other.
Very truly yours,
TWINVIEW, INC.
By______________________________
Authorized Officer
Accepted On: __________________________
Firm Name: ____________________________
By: ___________________________________
Position: _____________________________
Address: ______________________________
________________________________________
Telephone Number: _____________________
IRS Employer Identification Number:
________________________________________
Share Allocation: _____________________
