SELLING GROUP AGREEMENT
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As principal underwriter for the Issuers on Exhibit I, which is made a part of
this agreement, we invite you to participate in the distribution of any or all
such bonds subject to the following terms:
1. You are to offer and sell such bonds only at the public offering price,
in accordance with the terms of the then current prospectus. You shall not have
authority to act as agent of the Issuer, for us, or for any other dealer in any
respect. All orders are subject to acceptance by us and become effective only
upon confirmation by us.
Sales may be made only in those states where the bonds have been
qualified for sale and where your firm and its registered representatives are
licensed to sell. Should your firm wish to offer the securities in a state where
they are not qualified for sale, it shall be the responsibility of your firm to
pay for qualification of the securities in those states. MMR will help with the
actual qualification process.
2. MMR Investment Bankers, Inc. ("MMR") will process all orders and provide
with the order a prospectus at no cost to your firm.
MMR will instruct your customers to make their checks payable to the
Escrow agent. Upon receipt of payment, MMR will promptly transmit the checks and
Subscription Agreement by noon of the next business day to the Escrow Agent.
The Escrow Agent will notify MMR when the minimum contingency has been met. MMR
will then notify your firm.
If there is no minimum contingency, or if the minimum contingency has
been met, MMR will instruct your customers to make their checks payable to the
Registrar. Upon receipt, MMR will promptly transmit the checks and Subscription
Agreements by noon of the next business day to the Registrar. When the escrow
amount is met, the Registrar will mail the bonds or confirmations to your
customers. If there is no escrow, the Registrar will mail the bonds or
confirmations to your customers within four weeks of receipt of the check. The
procedure for the handling of orders shall be subject to instructions which we
shall forward from time to time to all members of the Selling Group. We shall
not accept any order from you which is placed on a conditional basis or subject
to any delay or contingency prior to execution.
3. You will receive a concession of __________% of the face amount of each
bond sold. Occasionally, MMR may be willing to negotiate a bonus if your firm
would be willing to commit to selling a large block of bonds during a specified
period of time. If there is an escrow amount to be met, your concession will be
paid after escrow is met. If there is no escrow, your concession will be
forwarded in a timely manner once it is received by us.
4. We shall furnish you without charge a "copy ready" Prospectus, with any
supplements currently in effect, and "copy ready" sales materials issued by us
from time to time. In the
purchase of bonds through us, you are entitled to rely only on the information
contained in the offering Prospectus. You may not publish any advertisement or
distribute sales literature or other written material to the public which makes
reference to us or any of the Issuers (except material which we furnish to you)
without prior written approval. It will be the responsibility of your firm to
make sure all sales literature used by your firm is in compliance with state and
national regulatory agencies.
5. This agreement is in all respects subject to statements regarding the
sale of bonds made in the offering Prospectuses of the respective Issuers, and
to the Rules of Fair Practice of the National Association of Securities Dealers,
Inc., which shall control and override any provision to the contrary in this
Agreement.
6. In accordance with Article III, Section 24 of the Rules of Fair Practice
of the National Association of Securities Dealers, Inc., you represent that you
are a properly registered or licensed broker or dealer under applicable federal
and state securities laws and regulations and a member in good standing of the
National Association of Securities Dealers, Inc., and agree to notify us
immediately if you cease to be so registered or licensed or a member in good
standing of that Association. You agree to comply with the NASD Rules of Fair
Practice including but not limited to Sections 8, 24, 36 and 25.
7. Either of us may cancel this Agreement at any time by written notice to
the other. The right to sell shall cease upon receipt of written notice.
8. MMR shall notify you periodically of offerings available for sale.
Notification will also be given when an issue is no longer available for sale by
your firm.
9. All communications to us should be sent to the above address. Any notice
to you shall be duly given if mailed or telegraphed to you at the address
specified by you below.
This agreement should be executed in duplicate and one of the duplicate
originals should be returned to us for our file.
Accepted:
MMR INVESTMENT BANKERS, INC.
By:
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By:
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Address:
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Phone:
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Date:
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EXHIBIT I
ISSUER CONCESSION(1) LOCATION STATES FILED/QUALIFIED(2)