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EXHIBIT 1.2
800 TRAVEL SYSTEMS, INC.
1,800,000 SHARES OF COMMON STOCK AND
1,800,000 REDEEMABLE COMMON STOCK PURCHASE WARRANTS
AGREEMENT AMONG UNDERWRITERS
Dallas, Texas
______, 1997
First London Securities Corporation
0000 Xxxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Dear Sirs:
1. Underwriting Agreement. We understand that 800 Travel Systems,
Inc. (the "Company"), proposes to enter into an underwriting agreement attached
hereto as Exhibit A (the "Underwriting Agreement") with First London Securities
Corporation (the "Representative") and the other underwriters named in Schedule
A to the Underwriting Agreement (the "Underwriters"), acting severally and not
jointly, with respect to the purchase of an aggregate of 1,800,000 Shares of
Common Stock (the "Shares") and 1,800,000 Redeemable Common Stock Purchase
Warrants (the "Warrants"). The Shares and Warrants are hereinafter also
referred to collectively as the "Securities". The Securities and the terms
under which they are to be offered for sale by the several Underwriters are
more particularly described in the Registration Statement, Underwriting
Agreement and Prospectus.
Unless the context indicates otherwise, the term Securities shall also
include an additional 270,000 Shares and an additional 270,000 Warrants (the
"Option Securities"), all or any part of which the Representative and/or the
Underwriters are entitled to purchase from the Company upon exercise of the
Representative's over-allotment option referred to in Section 2(b) of the
Underwriting Agreement.
This is to confirm that we agree to purchase, in accordance with the
terms hereof and of the Underwriting Agreement, the number of Securities set
forth opposite our name in Schedule A, plus such number of Securities, if any,
which we may become obligated to purchase pursuant to Section 2(b) of the
Underwriting Agreement and Section 4 hereof ("our Securities"). The ratio
which the number of our Securities bears to the total number of Securities
purchased pursuant to the Underwriting Agreement is herein called "our
underwriting proportion".
2. Registration Statement and Prospectus. We have heretofore
received and examined
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a copy of the registration statement, as amended to the date hereof, and the
related prospectus in respect of the Securities, as filed with the Securities
and Exchange Commission. The registration statement as amended at the time it
becomes effective, including financial statements and exhibits, is hereafter
referred to as the "Registration Statement", and the prospectus in the form
first filed with the Securities and Exchange Commission pursuant to its Rule
424(b) after the Registration Statement becomes effective is referred to as the
"Prospectus".
We confirm that the information furnished to you by us for use in the
Registration Statement and in the Prospectus is correct and is not misleading
insofar as it relates to us. We consent to being named as an Underwriter in
such Registration Statement and we are willing to accept our responsibilities
under the Securities Act of 1933 (the "Act"), as a result thereof. We confirm
that we have authorized you to advise the Company on our behalf (a) as to the
statements to be included in any preliminary prospectus and in the Prospectus
under the heading "Underwriting" insofar as they relate to us and (b) that
there is no other information about us required to be stated in the
Registration Statement or Prospectus. We further confirm that, upon request by
you as Representative, we have furnished a copy of any amended preliminary
prospectus to each person to whom we have furnished a copy of any previous
prospectus, and we confirm that we have delivered, and we agree that we will
deliver, all preliminary and final Prospectuses required for compliance with
the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934 (the
"1934 Act")
3. Authority of the Representative. We authorize you, acting as
Representative of the Underwriters, to execute and deliver on our behalf, the
Underwriting Agreement, and to agree to any variation of its terms (except as
to the purchase price and the number of our Securities) which, in your
judgment, is not a variation which materially and adversely affects our rights
and obligations. We also authorize you, in your discretion and on our behalf,
with approval of counsel for the Underwriters, to approve the Prospectus and to
approve of, or object to, any further amendments to the Registration Statement,
or amendments or supplements to the Prospectus. We further authorize you to
exercise all the authority and discretion vested in the Underwriters and in you
by the provisions of the Underwriting Agreement and to take all such action as
you in your discretion may believe desirable to carry out the provisions of the
Underwriting Agreement and of this Agreement including the extension of any
date specified in the Underwriting Agreement, the exercise of any right of
cancellation or termination and to determine all matters relating to the public
advertisement of the Securities; provided, however, that, except with the
consent of Underwriters who shall have agreed to purchase in the aggregate 50%
or more of the Securities, no extension of the time by which the Registration
Statement is to become effective as provided in the Underwriting Agreement
shall be for a period in excess of two business days. We authorize you to take
such action as in your discretion may be necessary or desirable to effect the
sale and distribution of the Securities, including, without limiting the
generality of the foregoing, the right to determine the terms of any proposed
offering, the concession to Selected Dealers (as hereinafter defined) and the
reallowance, if any, to other dealers and the right to make the judgments
provided for in the Underwriting Agreement.
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4. Authority of Representative as to Defaulting Underwriters. Until
the termination of this Agreement, we authorize you to arrange for the purchase
by other persons, who may include you or any of the other Underwriters, of any
Securities not taken up by any defaulting Underwriter. In the event that such
arrangements are made, the respective amounts of the Securities to be purchased
by the non-defaulting Underwriters and by such other person or persons, if any,
shall be taken as the basis for all rights and obligations hereunder; but this
shall not in any way affect the liability of any defaulting Underwriter to the
other Underwriters for damages resulting from its default, nor shall any such
default relieve any other Underwriter of any of its obligations hereunder or
under the Underwriting Agreement except as herein or therein provided.
In the event of default by one or more Underwriters in respect of their
obligations (a) under the Underwriting Agreement to purchase the Securities
agreed to be purchased by them thereunder, (b) under this Agreement to take up
and pay for any Securities purchased or (c) to deliver any Securities sold or
over-allotted by you for the respective accounts of the Underwriters pursuant
to this Agreement, or to bear their respective share of expenses or liabilities
pursuant to this Agreement, and to the extent that arrangements shall not have
been made by you for any persons to assume the obligations of such defaulting
Underwriter or Underwriters, we agree to assume our proportionate share of the
obligations of each defaulting Underwriter (subject in the case of clause (a)
above to the limitations contained in the Underwriting Agreement) without
relieving any such defaulting Underwriter of its liability therefor.
5. Offering of Securities. We understand that you will notify us
when the public offering of the Securities is to be made and of the initial
public offering price. We hereby authorize you to fix the concession to
dealers and the reallowance to dealers and in your sole discretion after the
public offering to change the public offering price, the concession and the
reallowance. The offering price at any time in effect is hereinafter referred
to as the "public offering price". We agree that we will not offer any of the
Securities for sale at a price other than the public offering price or allow
any discount therefrom except as herein otherwise specifically provided.
We agree that public advertisement of the offering shall be made by you
on behalf of the Underwriters on such date as you shall determine. We have not
advertised the offering and will not do so until after such date. We
understand that any advertisement we may then make will be on our own
responsibility and at our own expense.
We authorize you to reserve and offer for sale to institutions and other
retail purchasers and to dealers (the "Selected Dealers") to be selected by you
(such dealers may include any Underwriter ) such of our Securities as you in
your sole discretion shall determine. Any such offering to Selected Dealers
may be made pursuant to a Selected Dealer Agreement, in the form attached
hereto as Exhibits, or otherwise, as you may determine. The form of Selected
Dealer Agreement attached hereto as Exhibit B is satisfactory to us.
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We authorize you to make purchases and sales of the Securities from or
to any Selected Dealers or Underwriters at the public offering price less all
or any part of the concession and, with your consent, any Underwriter may make
purchases or sales of the Securities from or to any Selected Dealer or
Underwriter at the public offering price less all or any of the concession.
We understand that you will notify each Underwriter promptly upon the
release of the Securities for public offering as to the amount of Securities
reserved for sale to Selected Dealers and retail purchasers. Securities not so
reserved may be sold by each Underwriter for its own account, except that from
time to time you may, in your discretion, add to the Securities reserved for
sale to Selected Dealers and retail purchasers any Securities retained by an
Underwriter remaining unsold. We agree to notify you from time to time upon
request of the amount of our Securities retained by us remaining unsold. If
all the Securities reserved for offering to Selected Dealers and retail
Purchasers are not promptly sold by you, any Underwriter may from time to time,
with your consent, obtain a release of all or any Securities of such
Underwriter then remaining unsold and Securities so released shall thereafter
be deemed not to have been reserved. Securities of any Underwriter so reserved
which remain unsold, or, if sold, have not been paid for at any time prior to
the termination of this Agreement may, in your discretion or upon the request
of such Underwriter, be delivered to such Underwriter for carrying purposes
only, but such Securities shall remain subject to redelivery to you upon demand
for disposition by you until this Agreement is terminated.
We agree that in connection with sales and offers to sell the
Securities, if any, made by us outside the United States or its territories or
possessions, (a) we will furnish to each person to whom any such offer or sale
is made such Prospectus, advertisement or other offering document containing
information relating to the Securities or the Company as may be required under
the laws, of the jurisdiction in which such offer or sale is made and (b) we
will furnish to each person to whom any such offer is made a copy of the then
current Preliminary Prospectus and to each person to whom any such sale is made
a copy of the Prospectus referred to in the Underwriting Agreement (as then
amended or supplemented if the Company shall have furnished any amendments or
supplements thereto). Any Prospectus, advertisement or other offering document
(other than any such preliminary prospectus or Prospectus) furnished by us to
any person in accordance with the preceding sentence and all such additional
offering material, if any, as we may furnish to any person (i) shall comply in
all respects with the laws of the jurisdiction in which it is so furnished,
(ii) shall be prepared and so furnished at our sole risk and expense and, (iii)
shall not contain information relating to the Securities or the Company which
is inconsistent in any respect with information contained in the then current
preliminary prospectus or in the Prospectus (as then amended or supplemented if
the Company shall have furnished any amendments or supplements thereto) as the
case may be.
We recognize the importance of a broad distribution of the Securities
among bona fide investors and we agree to use our best efforts to obtain such
broad distribution and to that end, to the extent we deem practicable, to give
priority to small orders.
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We agree that we will not sell to any account over which we exercised
discretionary authority any of the Securities which we have agreed to purchase
pursuant to the Underwriting Agreement.
6. Compensation to Representative. We authorize you to charge to
our account, as compensation for your services as Representative in connection
with this offering, including the purchase from the Company of the Securities
and the management the offering, an amount equal to _____ per Share and/or
$____
per Warrant in respect to each of our Securities.
7. Payment and Delivery. At or about 9:00 a.m., Eastern Time, on
the Closing Dates (including the first Closing Date and any Option Closing
Date, as defined in the Underwriting Agreement), we agree to deliver to you at
your office by wire transfer to the account of the Representative or by a
certified or official bank check payable in New York Clearing House funds to
your order in an amount equal to the initial public offering price, less the
concession to the Selected Dealers in respect of that portion of our Securities
which has been retained by or released to us for direct sales.
In the event that our funds are not received by you when required, you
are authorized, in your discretion, but shall not be obligated, to make payment
for our account pursuant to the Underwriting Agreement by advancing your own
funds. Any such payment by you shall not relieve us from any of our
obligations hereunder or under the Underwriting Agreement.
We authorize you to hold and deliver against payment any of our
Securities which have been sold or reserved for sale to Selected Dealers or
retail purchasers. Any of our Securities not sold or reserved by you as
aforesaid, will be available for delivery to us at your office as soon as
practicable after such Securities have been delivered to you.
Upon the termination of this Agreement, or prior thereto at your
discretion, you will deliver to us any of our Securities reserved by you for
sale to Selected Dealers or retail purchasers but not sold and paid for against
payment by us of an amount equal to the initial public offering price of such
Securities, less the concession to the Selected Dealers in respect thereof.
8. Authority to Borrow. We authorize you to arrange loans for our
account and to execute and deliver any notes or other instruments in connection
therewith, and to pledge as security therefor all or any part of our
Securities, as you may deem necessary or advisable to carry out the purchase,
carrying and distribution of the Securities, and to advance your own funds,
charging current interest rates.
9. Over-allotment; Stabilization. We authorize you, for the account
of each Underwriter, prior to the termination of this Agreement, and for such
longer period as may be necessary to cover any short position incurred for the
accounts of the several Underwriters pursuant to this Agreement, (a) to over-
allot in arranging for sales of Securities to Selected Dealers and others and,
if necessary, to purchase Securities (whether pursuant to exercise of the
option set
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forth in Section 2(b) of the Underwriting Agreement or otherwise) at such
prices as you may determine for the purpose of covering such over-allotments,
and (b) for the purpose of stabilizing the market in the Securities, to make
purchases and sales of Securities on the open market or otherwise, for long or
short account, on a when-issued basis or otherwise, at such prices, in such
amounts and in such manner as you may determine provided, however, that at no
time shall our net commitment, either for long or short account, under this
Section exceed 15% of the amount of our Securities. Such purchases, sales and
over-allotments shall be made for the respective accounts of the several
Underwriters as nearly as practicable to their respective underwriting
proportions. We agree to take up on demand at cost any Securities so purchased
for our account and deliver on demand any Securities so sold or over-allotted
for our account. We authorize you to sell for the account of the Underwriters
any Securities purchased pursuant to this Section, upon such terms as you may
deem advisable, and any Underwriter, including yourselves, may purchase such
Securities. You are authorized to charge the respective accounts of the
Underwriters with broker's commissions or dealer's xxxx-up on purchases and
sales effected by you.
If pursuant to the provisions of the preceding paragraph and prior to
the termination of this Agreement (or prior to such earlier date as you may
have determined) you purchase or contract to purchase for the account of any
Underwriter in the open market or otherwise any Securities which were retained
by, or released to, us for direct sale, or any Securities which may have been
issued in exchange for such Securities, we authorize you either to charge our
account with an amount equal to the concession to Selected Dealers with respect
thereto, which amount shall be credited against the cost of such Securities, or
to require us to repurchase such Securities at a price equal to the total cost
of such purchase, including transfer taxes and broker's commissions or dealer's
markup, if any. In lieu of such action you may, in your discretion, sell for
our account the Securities so purchased and debit or credit our account for the
loss or profit resulting from such sale.
You will notify us promptly if and when you engage in any stabilization
transaction pursuant to this Section or otherwise and will notify us of the
date of termination of stabilization. We agree to file with you any reports
required of us including "Not as Manager" reports pursuant to Rule 17a-2 under
the 1934 Act not later than five business days following the date upon which
stabilization was terminated, and we authorize you to file on our behalf with
the Securities and Exchange Commission any reports required by such Rule.
10. Limitation on Transactions by Underwriters. Except as permitted
by you, we will not during the term of this Agreement bid for, purchase, sell
or attempt to induce others to purchase or sell, directly or indirectly, any
Securities other than (i) as provided in the Underwriting Agreement and in this
agreement, (ii) purchases from or sales to dealers of the Securities at the
public offering price less all or any part of the reallowance to dealers or
(iii) purchases or sales by us of any Securities as broker or unsolicited
orders for the account of others.
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We represent that we have not participated in any transaction prohibited
by the preceding paragraph and that we have at all times complied with the
provisions of Rule 10b-6 and Rule 10b-6A under the 1934 Act applicable to this
offering.
We may, with your prior consent, make purchases of the Securities from
and sales to other Underwriters at the public offering price, less all or any
part of the concession to dealers.
11. Allocation and Payment of Expenses. We understand that all
expenses of a general nature incurred by you, as Representative, in connection
with the purchase, carrying, marketing and sale of the Securities shall be
borne by the Underwriters in accordance with their respective share of the
underwriting obligations. We authorize you to charge our account with our
share, based on our underwriting obligation, of the aforesaid expenses
including all transfer taxes paid of our behalf on sales or transfers made for
our account.
As promptly as possible after the termination of this Agreement, the
accounts arising pursuant hereto shall be settled and paid. Your ascertainment
of all expenses and the apportionment thereof shall be conclusive.
Notwithstanding any settlement or settlements hereunder, we will remain liable
for our share of all expenses and liabilities which may be incurred by or the
accounts of the Underwriters, including any expenses and liabilities referred
to in Sections 13 and 14 hereof, which shall be determined as provided in this
Section.
12. Termination. Unless this Agreement or any provision hereof is
earlier terminated by you and except for provisions herein that contemplate
obligations surviving the termination hereof as noted in the next paragraph,
this Agreement will terminate at the close of business on the 45th day after
the date hereof, but in your discretion may be extended by you for a further
period not exceeding 30 days with the consent of the Underwriters who have
agreed to purchase in the aggregate 50% or more of the Securities. No
termination or suspension pursuant to this Section shall affect your authority
to cover any short position under this Agreement.
Upon termination of this Agreement, all authorizations, rights and
obligations hereunder shall cease, except (i) the mutual obligations to settle
accounts under Section 11, our obligation to pay any transfer taxes which may
be assessed and paid on account of any sales thereunder for our account, (ii)
our obligation with respect to purchases which may be made by you from time to
time thereafter to cover any short position incurred under this Agreement, (iv)
the provisions of Sections 13 and 14 and (v) the obligations of any defaulting
Underwriter, all of which shall continue until fully discharged.
13. Liability of Representative and Underwriters. Neither as
Representative nor individually shall you be under any liability whatsoever to
any other Underwriter nor shall you be under any liability in respect of any
matters connected herewith or action taken by you pursuant hereto, except for
the obligations expressly assumed by you in this Agreement. You shall be under
no liability for or in respect of the value for the Securities or the of the
form thereof, the Registration Statement, the Prospectus, or agreements or
other instruments executed by the
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Company or others; or for or in respect of the delivery of the Securities; or
for the performance by the Company or others of any agreement on its or their
part.
Nothing herein contained shall constitute the several Underwriters an
association, or partners with us or with each other, or, except as herein
expressly provided, render any Underwriter liable for the obligation of any
other Underwriter. The rights, obligations and liabilities of each of the
Underwriters are several, in accordance with their respective obligations, and
not joint. Notwithstanding any settlement of accounts under this Agreement, we
agree to pay our underwriting proportion of the amount of any claim demand or
liability which may be asserted against and discharged by the Underwriters or
any of them, based on the claim that the Underwriters constitute an
association, unincorporated business or other entity, and also to pay our
underwriting proportion of expenses approved by you incurred by the
Underwriters, or any of them, in contesting any such claims, demands or
liabilities. If the Underwriters shall be deemed to constitute a partnership
for income tax purposes, it is the intent of each Underwriter to be excluded
from the application of Subchapter K, Chapter 1, Subtitle A of the Internal
Revenue Code of 1954, as amended. Each Underwriter elects to be so excluded
and agrees not to take any position inconsistent with such election. Each
Underwriter authorizes you, in your discretion, to execute and file on behalf
of the Underwriters such evidence of election as may be required by the
Internal Revenue Service.
14. Indemnification and Future Claims.
(a) We agree to indemnify and hold harmless you and each other
Underwriter, and each person, if any, who controls you and such other
Underwriter within the meaning of Section 15 of the Securities Act of 1933, and
to reimburse their expenses, to the extent and upon the terms that we agree to
indemnify and hold harmless the Company and to reimburse expenses as set forth
in the Underwriting Agreement. Our indemnity agreements set forth in this
Section remain in full force and effect regardless of any investigation made by
or on behalf of such other Underwriter or controlling person and shall survive
the delivery of and payment for the Securities and the termination of this
Agreement.
(b) In the event that at any time any claim or claims shall be
asserted against you, as Representative, or otherwise involving the
Underwriters generally, relating to the Registration Statement or any
Preliminary Prospectus or the Prospectus, as such may be from time to time
amended or supplemented, the public offering of the Securities or any of the
transactions contemplated by this Agreement, we authorize you to take such
other action as you shall deem necessary or desirable under the circumstances,
including settlement of any such claim or claims if such course of action shall
be recommended by counsel retained by you. We agree to pay to you on request,
our underwriting proportion of all expenses incurred by you (including, but not
limited to, disbursements and fees of counsel so retained) in investigating and
defending against such claim or claims and our underwriting proportion of any
liability incurred by you in respect of such claim or claims, whether such
liability shall be the result of a judgment or as a result of any such
settlement.
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15. Title to Securities. The Securities purchased by, or on behalf
of, the respective Underwriters shall remain the property of such Underwriters
until sold, and title to any such Securities shall not in any event pass to the
Representative by virtue of any of the provisions of this Agreement.
16. Blue Sky Matters. It is understood that you assume no
responsibility with respect to the right of any Underwriter or other person to
offer or to sell Securities in any jurisdiction, not withstanding any
information which you may furnish as to the jurisdictions under the securities
laws of which it is believed the Securities may be sold.
17. Applicable Law. This Agreement will be governed by and construed
in accordance with the laws of the State of Texas.
18. Capital Requirements. We confirm that the incurrence by us of
our obligation under this Agreement and under the Underwriting Agreement will
not place us in violation of the net capital requirements of Rule 15c3-1 under
the 1934 Act or of any applicable rules relating to capital requirements of any
securities exchange to which we are subject.
19. Miscellaneous. Any notice from you to us shall be deemed to have
been duly given if telefaxed, telephoned or telegraphed, and confirmed by mail
to us at the address set forth in the Underwriters Questionnaire furnished by
us to you. Any notice from us to you shall be deemed to have been duly given
if telefaxed or telegraphed, and confirmed by mail to you at 0000 Xxxxx Xxxxxx,
Xxxxxx, Xxxxx 00000.
We understand that you are a member in good standing of the National
Association of Securities Dealers, Inc. ("NASD"). We hereby confirm that we
are actually engaged in the investment banking or securities business and are
either (i) a member in good standing of the NASD or (ii) a dealer with its
principal place of business located outside the United States, its territories
and its possession and not registered as a broker or dealer under the 1934 Act
who agrees not to make any sales within the United States, its territories or
its possessions or to persons who are nationals thereof or residents therein
(except that we may participate in sales to Selected Dealers and others under
Section 5 of this Agreement). We hereby agree that if we are members of the
NASD, we will comply with all of the provisions of the NASD Conduct Rules. If
we are a foreign dealer, we agree to comply with Rule 2740 of the NASD Conduct
Rules. If we are a foreign dealer and not a member of the NASD, we agree to
comply with the NASD's interpretation with respect to free-riding and
withholding, as though we were a member of the NASD, with the provisions of
Rules 2730 and 2750 of the NASD Conduct Rules, and to comply with Rule 2420 of
the NASD Conduct Rules as that applies to a non-member foreign dealer. In
connection with sales and offers to sell Securities made by us outside the
United States, its territories and possessions (i) we will either furnish to
each person to whom any such sale or offer is made a copy of the then current
Preliminary Prospectus or the Prospectus, as the case may be, or inform such
person that such Preliminary Prospectus or Prospectus will be available upon
request, and (ii) we will furnish to each person to whom any such sale or offer
is made such
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Prospectus, advertisement or other offering document containing information
relating to the Securities or the Company as may be required under the law of
the jurisdiction in which such sale or offer is made. Any Prospectus,
advertisement or other offering document furnished by us to any person in
accordance with the preceding sentence and any such additional offering
material as we may furnish to any person (i) shall comply in all respects with
the law of the jurisdiction in which it is so furnished, (ii) shall be prepared
and so furnished at our sole risk and expenses and (iii) shall not contain
information relating to the Securities or the Company which is inconsistent in
any respect with the information contained in the then current preliminary
Prospectus or in the Prospectus, as the case may be.
We understand that, in consideration of your services in connection with
the public offering of the Securities, the Company has agreed with you
individually, and not as Representative of the Underwriters (a) to sell to you
the Representative's Warrants referred to in the Underwriting Agreement for the
sum of $100; and (b) to pay to you a non-accountable expense allowance referred
to in the Underwriting Agreement. In addition, you may, at your sole
discretion, elect to exercise the over-allotment option individually. We
confirm to you that we shall make no claim to the Representative's Warrants (or
any offering of the Company's securities related thereto, or any right to
participate in any capacity in any offering resulting therefrom), any rights
related thereto, the Company's securities underlying the Representative's
Warrants or the non-accountable expense allowance or the over allotment option
to the extent you elect to exercise such option individually. You confirm to
us that we shall have no obligation or liabilities with respect to the purchase
of the Representative's Warrants, the exercise thereof, the Company's
securities underlying the Representative's Warrants (or any offering of the
Company's securities related thereto, unless we shall subsequently agree to
become an underwriter for, or otherwise participate in any such offering) or
the non-accountable expense allowance, or, the over-allotment option, to the
extent you elect to exercise such option individually.
Please confirm that the foregoing correctly states the understanding
between us by signing and returning to us a counterpart hereof.
Very truly yours,
By:
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(Attorney-in-fact for each of
the several Underwriters named
in Schedule A to the attached
Underwriting Agreement.)
Confirmed as of the date first
above written:
FIRST LONDON SECURITIES CORPORATION
By:
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Xxxxxxx X. Xxxxxxx, President
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EXHIBIT A
UNDERWRITING AGREEMENT
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EXHIBIT B
FORM OF SELECTED DEALER
