Sec Form 1a Regulation A Offering Statement (Page 14 of 29) in pdf

(e) Describe any arrangements for the return of funds to subscribers if all of the securities to be offered are not

sold. If there are no such arrangements, so state.

(f) If there will be a material delay in the payment of the proceeds of the offering by the underwriter to the is-

suer, the salient provisions in this regard and the effects on the issuer must be stated.

(g) Describe any arrangement to (1) limit or restrict the sale of other securities of the same class as those to be

offered for the period of distribution, (2) stabilize the market for any of the securities to be offered, or (3) with-

hold commissions, or otherwise to hold each underwriter or dealer responsible for the distribution of its partici-

pation.

(h) Identify any underwriter that intends to conﬁrm sales to any accounts over which it exercises discretionary

authority and include an estimate of the amount of securities so intended to be conﬁrmed.

Instruction to Item 5:

Attention is directed to the provisions of Rules 10b-9 [17 CFR 240.10b-9] and 15c2-4 [17 CFR

240.15c2-4] under the Securities Exchange Act of 1934. These rules outline, among other things, antifraud pro-

visions concerning the return of funds to subscribers and the transmission of proceeds of an offering to a seller.

Item 6.

Use of Proceeds to Issuer

State the principal purposes for which the net proceeds to the issuer from the securities to be offered are in-

tended to be used and the approximate amount intended to be used for each such purpose. If the issuer will not

receive any of proceeds from the offering, so state.

Instructions to Item 6:

1. If any substantial portion of the proceeds has not been allocated for particular purposes, a statement

to that effect must be made together with a statement of the amount of proceeds not so allocated.

2. State whether or not the proceeds will be used to compensate or otherwise make payments to ofﬁcers

or directors of the issuer or any of its subsidiaries.

3. For best efforts offerings, describe any anticipated material changes in the use of proceeds if all of

the securities being qualiﬁ ed on the offering statement are not sold.

4. If an issuer must provide the disclosure described in Item 9(c) the use of proceeds and plan of opera-

tions should be consistent.

5. If any material amounts of other funds are to be used in conjunction with the proceeds, state the

amounts and sources of such other funds and whether such funds are ﬁrm or contingent.

6. If any material part of the proceeds is to be used to discharge indebtedness, describe the material

terms of such indebtedness. If the indebtedness to be discharged was incurred within one year, describe the use

of the proceeds arising from such indebtedness.

7. If any material amount of the proceeds is to be used to acquire assets, otherwise than in the ordinary

Sec Form 1a Regulation A Offering Statement Page 14