Exhibit 1.2
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SELECTED DEALER AGREEMENT
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Ladies and Gentlemen:
1. Registration under the Securities Act of 1933, as
amended ("Securities Act"), of the 2,200,0001 shares of common stock ("Shares")
of GURUNET CORPORATION ("Company"), as more fully described in the preliminary
prospectus, dated _______, 2004 and in the final prospectus ("Prospectus"),
which will be forwarded to you, will become effective in the near future. Maxim
Group LLC and EarlyBirdCapital, Inc., the underwriters named in the Prospectus
("Underwriters"), are severally offering for sale certain of the Shares that we
have agreed to purchase from the Company, for purchase by a selected group of
dealers ("Selected Dealers") on the terms and conditions stated herein.
Authorized Public Offering Price: $5.00 per Share
Dealers' Selling Concession: Not to exceed $0.___ per Share payable
upon termination of this Agreement,
except as provided below. We reserve
the right not to pay such concessions
on any of the Shares purchased by any
of the Selected Dealers from us and
repurchased by us at or below the
price stated above prior to such
termination.
Reallowance: You may reallow not in excess of
$0.___ per Share 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 Shares 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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1 Plus the over-allotment option available to the Underwriters to purchase up
to an additional 330,000 Shares.
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Delivery and Payment: Delivery of the Shares shall be made
on or about ________, 2004 or such
later date as we may advise on not
less than one day's notice to you, at
the principal office of the
Underwriter that has invited you to
participate in the offering as a
Selected Dealer. With respect to Maxim
Group LLC, its principal office is 000
Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000. With respect to
EarlyBirdCapital, Inc., its principal
office is 000 Xxxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at
such other place as we shall specify
on not less than one day's notice to
you. Payment for the Shares 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 the Underwriter that
has invited you to participate in this
offering.
Termination: 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.
2. Any of the Shares purchased by you hereunder are to be
offered by you to the public at the public offering prices, except as herein
otherwise provided and except that a reallowance from such public offering
prices 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 Shares 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 Shares allotted and confirmed
to you, (b) not to use any of the Shares to reduce or cover any short position
you may have, (c) upon our request, to advise us of the number of Shares
purchased from us as managers of the Selected Dealers remaining unsold by you
and to resell to us any or all of such unsold Shares at the public offering
prices stated above, less all or such part of the concession allowed you as we
may determine, and (d) to make available a copy of the Prospectus to all persons
who on your behalf will solicit orders for the Shares prior to the
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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 ("Exchange Act"), 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 the Exchange 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 Shares 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 quantities upon request.
7. The Shares 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.
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 Shares 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 Shares in any jurisdiction. 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 Shares were made by such member, the
number of Shares 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 managers 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
Shares 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 NASD Conduct Rule 2110-01; (iii) to comply, as
though it were a member of
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the NASD, with NASD Conduct Rules 2730, 2740 and 2750, 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 as 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. Maxim Group LLC and EarlyBirdCapital, Inc. shall be the
Underwriters of the offering and managers of the Selected Dealers and 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 Securities 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 Shares, (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 Shares for sale
under the laws of any jurisdiction, (v) the delivery of the Shares, (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 us, should be deemed to constitute a
partnership, then you elect to be excluded from the application of Subchapter K,
Chapter 1, Subtitle A of the Internal Revenue Code of 1986, as amended, and you
agree not to take any position inconsistent with such election. You authorize
us, in our discretion, to execute and file on your behalf such evidence of such
election as may be required by the Internal Revenue Service.
13. All communications from you shall be addressed to the
Underwriter that has invited you to participate in this offering. If Maxim Group
LLC, to 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx 00000, Attention: Xxxxxxxx X. Xxxxxx; if
EarlyBirdCapital, Inc., to 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Xxxxxx Xxxxxx. Any notice from us to you shall be deemed to have been
fully authorized by us and to have been duly given if mailed 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.
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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,
MAXIM GROUP LLC
By:
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Name: Xxxxxxxx X. Xxxxxx
Title: Managing Director
EARLYBIRDCAPITAL, INC.
By:
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Name: Xxxxxx Xxxxxx
Title: President and
Chief Executive Officer
We accept membership in the Selected Dealers on the terms
specified above.
Dated: ____________, 2004
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(Selected Dealer)
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(Sign Here)
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(Print Signatory's Title)
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