Sec Form 1a Regulation A Offering Statement (Page 21 of 29) in pdf

amount of such interest:

(1) Any director or executive ofﬁcer of the issuer;

(2) Any nominee for election as a director;

(3) Any securityholder named in answer to Item 12(a)(2);

(4) If the issuer was incorporated or organized within the past three years, any promoter of the issuer; or

(5) Any immediate family member of the above persons. An “immediate family member” of a person

means such person’s child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law,

son-in-law, daughter-in-law, brother-in-law, sister-in-law, or any person (other than a tenant or

employee) sharing such person’s household.

Instructions to Item 13(a):

1. For purposes of calculating the amount of the transaction described above, all periodic installments

in the case of any lease or other agreement providing for periodic payments must be aggregated to the extent

they occurred within the time period described in this item.

2. No information need be given in answer to this item as to any transaction where:

(a) The rates of charges involved in the transaction are determined by competitive bids, or the

transaction involves the rendering of services as a common or contract carrier at rates or charges ﬁxed in con-

formity with law or governmental authority;

(b) The transaction involves services as a bank depositary of funds, transfer agent, registrar,

trustee under a trust indenture, or similar services;

and the speciﬁ ed person receives no extra or special beneﬁ t not shared on a pro-rata basis by all of the holders

of securities of the class.

3. This item calls for disclosure of indirect as well as direct material interests in transactions. A per-

son who has a position or relationship with a ﬁrm, corporation, or other entity which engages in a transaction

with the issuer or its subsidiaries may have an indirect interest in such transaction by reason of the position or

relationship. However, a person is deemed not to have a material indirect interest in a transaction within the

meaning of this item where:

(a) the interest arises only (i) from the person’s position as a director of another corporation

or organization (other than a partnership) that is a party to the transaction, or (ii) from the direct or indirect

ownership by the person and all other persons speciﬁ ed in paragraphs (1) through (5) of this item, in the aggre-

gate, of less than a 10 percent equity interest in another person (other than a partnership) that is a party to the

transaction, or (iii) from both such position and ownership;

(b) the interest arises only from the person’s position as a limited partner in a partnership in

which the person and all other persons speciﬁ ed in paragraphs (1) through (5) of this item had an interest of

less than 10 percent; or

Sec Form 1a Regulation A Offering Statement Page 21