KENNETH JEROME & CO., INC.
147 Columbia Turnpike
Florham Park, New Jersey 07932
SELECTED DEALERS AGREEMENT Gentlemen: Kenneth Jerome & Co., Inc. (the
"Representative" or the "Underwriter"), as representative for the underwriters
("Underwriters"), proposes to offer on a firm commitment basis, 100,000 Units
and an additional 900,000 Units on a "best efforts" basis (the "Units" or
"Securities") of PPA Technologies, Inc., a New Jersey corporation, (the
"Company"). Such offer will be made pursuant to the terms and conditions of the
Underwriting Agreement between the Company and the Underwriters. The Units to be
offered for sale are more particularly described in the enclosed preliminary
Prospectus ("Prospectus"). We invite your participation, as a Selected Dealer,
on the terms and conditions stated herein.
1. Offering Price. The Units are to be reoffered to the public
at a price of not less than $6.00 per Unit and shall not be directly or
indirectly offered or sold to the public by Selected Dealers at any lower price
during the period this Agreement is in effect. The Company proposes to issue and
sell 1,000,000 Units.
2. Selected Dealers. Members of the National Association of
Securities Dealers, Inc. (the "NASD") who shall agree to reoffer Units hereunder
(hereinafter referred to as "Selected Dealers" or "Participating Dealers") will
be allowed a selling concession of ______ percent (__%) payable as hereinafter
provided. No concession shall be earned or paid unless a Closing shall take
place prior to the "Termination Date" as defined in the Registration Statement
filed with the United States Securities and Exchange Commission. You agree that
in reoffering said securities, if your offer is accepted after the Effective
Date, you will make a bona fide public distribution of same. You will advise us
upon request of the Securities purchased by you remaining unsold and we shall
have the right to repurchase such Securities upon demand at the public offering
price without payment of any concession with respect to any Securities so
repurchased.
3. Subscriptions. The Underwriter reserves the right to
reject all offers to purchase, in whole or part, to make allotments and to close
the subscription books at any time without notice. The Units allotted to you
will be confirmed, subject to the terms and conditions of this Agreement.
Payments for Units purchased by you are to be made by check or money order only
and shall be made payable to the Representative as Agent or Trustee for the
Issuer. In respect of all Units purchased by you pursuant hereto, you will
promptly transmit (i.e., by no later than noon of the next business day
following receipt by you) to Herzog Heine Geduld, Inc. (the "Clearing Broker"),
having its principal office at 525 Washington Boulevard, Jersey City, New Jersey
0731, with respect to the firm commitment portion of the Offering, and with
respect to the best efforts portion of the offering to the Company at 163 South
Street, Hackensack, New Jersey 07601 your certified check or cashier's check for
payment for the full amount of the Public offering Price for the number of Units
purchased, without deduction for any commission or concession, in compliance
with the Securities Exchange Act of 1934, as amended (the "1934 Act"). Your
transmittal letter to the Escrow Agent accompanying checks or money orders shall
include a written account of sale, which shall include each Purchaser's name and
address, the number of Units Purchased, the amount paid therefor, Social
Security number, taxpayer identification number, and whether the consideration
received was in the form of a check or money order. You shall concurrently send
a copy of said transmittal letter to us.
NO COMMISSIONS SHALL BE PAYABLE, AND ALL SUBSCRIPTIONS ARE SUBJECT TO
REJECTION BY THE UNDERWRITER, UNLESS AND UNTIL THE SELECTED DEALER HAS COMPLIED
WITH THE ABOVE UNDERLINED PROVISIONS.
Each sale shall subject to completion by the Underwriter of the firm
commitment portion of the offering, and upon the acceptance of such sale by the
undersigned. In the event any order submitted to you is not accepted, the
Representative will return all funds paid by the purchasers. Payment of the
selling concessions in respect of each such sale will be made to the Selected
Dealer, by the Underwriter when and only in the event that the firm commitment
portion of the offering is completed and the proceeds released by the
Representative. The offering is made subject to the issuance and delivery of the
Units and the acceptance hereof by the Underwriter, to the approval of legal
matters by counsel, and to the terms and conditions herein set forth.
If an offer to purchase 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 remittances in cash or by a
charge against the account of the Selected Dealer, as the Underwriter may elect.
4. Offering to Public. 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 Units other than as contained in the Prospectus.
The Selected Dealer will not reoffer the Units pursuant to this Agreement unless
the Prospectus is furnished to the purchaser at least 48 hours prior to the
mailing of the confirmation of sale, or is sent to the person under such
circumstances that it would be received by him 48 hours prior to his receipt of
a confirmation of the sale. The Dealer understands that during the 90 day period
after the first date upon which the Units of the Company are bona fide offered
to the public, all Dealers effecting transactions in the Units shall be required
to deliver the Company's current Prospectus to any purchasers thereof prior to
or concurrent with the receipt of the confirmation of sale. Additional copies of
the then current Prospectus will be supplied by the Underwriter in reasonable
quantities upon request. No Selected Dealer is authorized to act as agent for
the undersigned in any respect.
5. Compliance with Securities Laws. Upon becoming a Selected Dealer, and in
purchasing and reoffering the Units, you agree to comply with all applicable
requirements of the Securities Act of 1933, as amended (the 111933 Act") , the
1934 Act, any applicable state securities or "Blue Sky" laws, and the Rules of
Fair Practice of the NASD, including, but not limited to, Article III, Section I
thereof, and the interpretations of said section promulgated by the Board of
Governors of such Association, including an Interpretation with respect to
free-riding and withholding dated November 1, 1970, and as thereafter amended,
and including information concerning the Board of Governor's Interpretation
thereof dated March 2, 1979, to NASD members. You also agree to comply with
Sections 8, 24, 25 and 36 of Article III of the Rules of Fair Practice of the
NASD. You also agree to comply with all requirements of Rules 2730, 2740, 2420,
and 2750 of the NASD Conduct Rules. Upon application, you will be informed as to
the states in which we have been advised by counsel to the Company or counsel to
the Underwriter that the Units have been qualified for sale under the respective
securities or Blue Sky Laws of such states, but we assume no obligation or
responsibility as to the right of any Selected Dealer to sell the Units in any
state or as to any sale therein.
By acceptance of this Agreement, you represent that you are a member in
good standing of the NASD.
By acceptance of this Agreement, each Selected Dealer has assumed full
responsibility for thorough and prior training of its representatives concerning
the selling methods to be used in connection with the offer and sale of the
Units, giving special emphasis to the NASD's principles of full and fair
disclosure to prospective investors, suitability standards and the prohibitions
against "Free-Riding and Withholding." .
Each Selected Dealer agrees to indemnify and hold harmless the
Underwriter, the Company and the other Selected Dealers against and from any
liability, loss, damage, or expense arising out of any failure by the Selected
Dealer to comply with the 1933 Act, the 1934 Act, applicable securities laws of
any state, the rules and regulations of the Securities and Exchange Commission
and the Rules of Fair Practice of the NASD, due to any act of omission by the
Selected Dealer.
By submitting an offer to purchase you confirm that you may, in
accordance with Rule 15c3-1 adopted under the 1934 Act, agree to purchase the
number of Units you may become obligated to purchase under the provisions of
this Agreement.
6. Prospectus and Offering. We have been advised by the Company that
the offering under the Registration Statement on Agreement, each Selected Dealer
acknowledges receipt of a copy of Form SB-2 (File No. )with respect to the
subject Units commenced on ___________________, 2000 . By signing this Agreement
each Selected Dealer acknowledges receipt of a copy of the Prospectus included
in said Registration Statement. Additional copies of the Prospectus will be
supplied to you in reasonable quantities upon request.
You will not, until advised by us in writing or by wire that the entire
offering has been distributed and closed, bid for or purchase securities in the
open market or otherwise make a market in the Securities or otherwise attempt to
induce others to purchase the Securities in the open market. Nothing contained
in this paragraph shall however preclude you from acting as agent in the
execution of unsolicited orders of customers effectuated for them through a
market maker.
7. Liability, Nothing herein will constitute the Underwriter or the
Selected Dealers as an association, partnership or joint venture with each
other, or as an unincorporated business or other separate entity, but you will
be responsible for your share of any liability or expense based ode any claim to
the contrary. As the Underwriter, we shall have full authority to take such
action as we may deem advisable in all matters pertaining to the offering. The
Underwriter shall not be under any liability (except for its own want of good
faith) for or in respect of: the validity or value of, or title to any of the
Units or securities underlying the Units; the form of, or the statements
contained in, or the validity of the Prospectuses or any amendment or supplement
thereto; any document incorporated by reference therein or any other instruments
executed by or on behalf of the Company or others; the form or validity of the
Underwriting Agreement or this Agreement; the delivery of the Units or the
securities underlying the Units; the performance by the Company of the Units or
the securities underlying the Units or others of any agreement on its or their
part; the qualifications of the Units or the securities underlying the Units for
sale or the legality of the Units and such securities for investment under the
laws of any jurisdiction; or any matter in connection with any of the foregoing;
provided, however that nothing in this paragraph shall be deemed to relieve the
Underwriter from any liability imposed by federal securities laws.
8. Communications. All communications from Selected Dealers should be
addressed to Kenneth Jerome & Co., Inc., P.. Box 38, 147 Columbia Turnpike,
Florham Park, New Jersey 07932, Attention: Robert Kaplon, President. Any notice
from the Underwriter to a Selected Dealer shall be deemed to have been duly
given if mailed, telecopied, or telegraphed to such Selected Dealer at the
address first appearing in this Agreement.
9. Amendment. This Agreement may be supplemented or amended by the
Underwriter by written notice thereof to you, and any such supplement or
amendment to this Agreement shall be effective after the date of such supplement
or amendment.
10. Governing Law. This Agreement shall be governed by the laws
of the State of New Jersey.
This Agreement supersedes any prior understanding you have with the
Underwriter with respect to the subject matter hereof. If the foregoing is
acceptable to you, please sign and return the enclosed copy of this Agreement.
Very truly yours,
KENNETH JEROME & CO., INC.
By:_________________________
Robert Kaplon, President
OFFER TO PURCHASE
The undersigned does hereby offer to purchase (subject to the right to
revoke as set forth in the Agreement) _______________* Units in accordance with
the terms and conditions set forth above. We hereby acknowledge receipt of the
Prospectus referred to herein above relating to such Units. We further state
that in purchasing such Units we have relied upon such Prospectus and upon no
other statement whatsoever, written or oral.
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(Name of Dealer)
By:_____________________________
Name:
Title:
Address: