FORM OF SELECTED DEALER AGREEMENTBroker Dealer Agreement |
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EXHIBIT 1.2
Ferris, Baker
Watts
Incorporated
100 Light Street
Baltimore, Maryland 21202
SELECTED DEALERS AGREEMENT
Dear Sirs:
1. Registration under the Securities Act of 1933, as amended (the “ Act ”), of the 20,000,000 Units* of India Globalization Capital, Inc. (the “ Company ”), as more fully described in the Preliminary Prospectus, dated , 2005 and in the final prospectus (the “ Prospectus ”) which will be forwarded to you, will become effective in the near future. We, as the Underwriters, are offering certain of the Units for purchase by a selected group of dealers (the “ Selected Dealers ”) on the terms and conditions stated herein.
* Plus the over-allotment option available to the Underwriters to purchase up to an additional 3,000,000 Units.
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Authorized Public
Offering Price:
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$6.00 per Unit. | |
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Dealers’
Selling Concession:
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Not to exceed $ per Unit payable upon termination of this Agreement, except as provided below. We reserve the right not to pay such concession on any of the Units purchased by any of the Selected Dealers from us and repurchased by us at or below the price stated above prior to such termination. | |
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Reallowance:
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You may reallow not in excess of $ per Unit as a selling concession to dealers who are members in good standing of the 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. | |
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Delivery and
Payment:
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Delivery of the Units shall be made on or about _________ , 2005 or such later date as we may advise on not less than one day’s notice to you, at the offices of Ferris, Baker Watts, Inc., 100 Light Street Baltimore, Maryland 21202 or at such other place as we shall specify on not less than one day’s notice to you. Payment for the Units 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 Clearing House Funds payable to the order of Ferris, Baker Watts, Inc. |
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Termination:
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This Agreement shall terminate at the close of business on the 45 th 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 Units purchased by you hereunder are to be offered by you to the public at the public offering price, except as herein otherwise provided and except that a reallowance from such public offering price 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 Units 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 Units allotted and confirmed to you; (b) not to use any of the Units to reduce or cover any short position you may have; and (c) to make available a copy of the Prospectus to all persons who on your behalf will solicit orders for the Units prior to the 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, 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 regulati
