AFFINITY MEDIA INTERNATIONAL CORP. SELECTED DEALER AGREEMENTBroker Dealer Agreement |
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AFFINITY MEDIA INTERNATIONAL CORP., | Maxim Group LLC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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AFFINITY MEDIA INTERNATIONAL CORP.
SELECTED DEALER AGREEMENT
Ladies and Gentlemen:
Maxim Group LLC (“Maxim”) is acting as the representative of the underwriters (the “Underwriters”) in a firm commitment, underwritten offering (the “Offering”) to sell 2,750,000 units (the “Units”)1 of Affinity Media International Corp. (the “Company”) as described in the prospectus for the Offering (the “Prospectus”). Maxim is hereby inviting the entity signatory hereto (the “Selected Dealer”), subject to the other terms and conditions set forth herein and in the Prospectus, to act as a selected dealer in connection with the Offering, and by executing this Selected Dealer Agreement (this “Agreement”), Maxim hereby approves such signatory as a Selected Dealer in connection with the Offering.
1. This Agreement shall be effective when the registration statement relating to the Units (and including the Prospectus) (the “Registration Statement”) filed by the Company under the Securities Act of 1933, as amended (the “Act”), has become effective with the Securities and Exchange Commission. The terms of the Offering and the Selected Dealer’s participation therein are as follows:
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Authorized Public Offering Price: |
$6.00 per Unit. |
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Selected Dealers’ Selling Concession: |
Not to exceed $____ per Unit payable upon termination of this Agreement, except as provided below. Maxim reserves the right not to pay such concessions on any of the Units purchased by the Selected Dealer from Maxim and repurchased by Maxim at or below the price stated above prior to such termination. |
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Reallowance: |
The Selected Dealer may reallow not in excess of $___ per Unit as a selling concession to dealers who are members in good standing of National Association of Securities Dealers, Inc. (the “NASD”) or to foreign dealers who are not eligible for membership in the NASD and who have agreed: (i) not to sell the Units 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. |
1 Plus the over-allotment option available to the Underwriters to purchase up to an additional 412,500 Units.
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Delivery and Payment: |
Delivery of the Units shall be made on or about ___________, 2006 or such later date as Maxim may advise on not less than one day’s notice to the Selected Dealer, at Maxim’s principal office located at 405 Lexington Avenue, 2nd Floor, New York, New York 10174 or at such other place as Maxim may advise on not less than one day’s notice to the Selected Dealer. Payment for the Units is to be made, against delivery, at the authorized public offering price stated above, or, if Maxim shall so advise, 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 or wire transfer of immediately available funds payable to the order of Maxim Group LLC. |
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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 Maxim’s discretion for a period or periods not to exceed in the aggregate 30 additional days. Maxim may terminate this Agreement, whether or not extended, at any time and for any reason, without notice. In addition, this Agreement shall automatically terminate if the Selected Dealer: (a) ceases to be a member in good standing of the NASD, (b) becomes subject to NASD suspension, or (c) has its registration as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is term 
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